Vallejo City Council
September 22, 2026

operations.

To implement this recovery strategy, staff recommends the appropriation of $300,000 in Measure P funds to the Housing Authority of the City of Vallejo's Administration Fund (#121) to support contracted temporary customer service and administrative assistance. The proposed funding provides HACV with the flexibility and resources needed to obtain qualified temporary personnel or a service provider on an expedited basis and begin addressing service deficiencies. The immediate need identified precluded staff from taking the matter to the Measure P Committee in advance of this Notice of Intent, however the matter will be referred to the Committee as soon as possible for recommendation.

FISCAL IMPACT
The notice of intent does not have any direct fiscal impact. If the City Council approves tonight's recommendation, this item will return at a future meeting.

The fiscal impact of the final action would be to allocate $300,000 from the Measure P Fund Balance to the Housing Authority of the City of Vallejo's Professional Services budget.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS
None

CONTACT
Alicia M. Jones, Housing Director (707) 648-4408
[email protected]

CONSENT CALENDAR 8.L.

DATE: September 22, 2026
TO: Mayor and Members of the City Council
FROM: Nalungo Conley, Assistant City Manager
SUBJECT: NOTICE OF INTENT TO AMEND THE FY26/27 BUDGET TO RECOGNIZE REVENUE IN THE AMOUNT OF $63,000 FROM MARIN CLEAN ENERGY (MCE) FOR CLEAN ENERGY AND BUSINESS RESILIENCE INITIATIVES (STEP 1 OF 2)

RECOMMENDATION
Provide Notice of Intent to Amend FY26/27 budget in the amount of $63,000 to recognize revenue from Marin Clean Energy (MCE) in Community Benefit Funds for clean energy and business resilience initiatives.

REASONS FOR RECOMMENDATION
The City's budget process requires adoption in two steps. This is step one of the process and will be followed by a request for City Council to approve an agreement with MCE to advance clean energy, sustainability, and community benefit objectives without requiring a General Fund contribution. Authorizing the agreement allows the City to proceed with eligible planning, technical evaluation, coordination, and project development activities during the grant term while ensuring that grant expenditures remain subject to applicable MCE requirements and City administrative processes.

The funding will allow the City to advance a clean energy pilot through a structured planning and evaluation process, including assessment of site and infrastructure requirements, coordination among City departments and stakeholders, and development of an implementation approach that is technically feasible and aligned with MCE program objectives.

BACKGROUND AND DISCUSSION
Marin Clean Energy (MCE) awarded the City of Vallejo $63,000 through its Community Benefits Fund to support clean energy and community benefit initiatives within the City. The grant agreement is effective March 11, 2026, through December 31, 2026. As an MCE member agency, the City is eligible to participate in MCE programs and receive funding that advances local clean energy, sustainability, and community benefit objectives.

The Community Benefits Fund provides resources to support activities that advance energy equity, clean energy deployment, energy efficiency, community resilience, workforce and community engagement, and related sustainability objectives. The City's grant activities will include program planning, technical evaluation, coordination with City departments and community stakeholders, and development of a feasible clean energy pilot consistent with the City's priorities and MCE's Community Benefits Program objectives.

Staff recommends that the City Council approve the notice to amend the FY26/27 budget in the amount of $63,000 from MCE and appropriate the funds into the City's budget for implementation of the approved grant activities. The funding will support the planning and technical work necessary to advance the project, including site and infrastructure evaluation, project development, stakeholder coordination, and related implementation activities.

Date: September 22, 2026
Subject: NOTICE OF INTENT TO AMEND THE FY26/27 BUDGET TO RECOGNIZE REVENUE IN THE AMOUNT OF $63,000 FROM MARIN CLEAN ENERGY (MCE) FOR CLEAN ENERGY AND BUSINESS RESILIENCE INITIATIVES (STEP 1 OF 2)

Grant administration will be coordinated by the City Manager's Office in consultation with the appropriate City departments and project stakeholders. Staff will monitor expenditures and project milestones, maintain documentation necessary to demonstrate compliance with the grant agreement, and complete MCE's required progress and financial reporting.

Council-Directed Grant Administration

1. Measurable Outcomes, Tracking, and Reporting
Consistent with City Council direction regarding future grant awards, the City Manager's Office will establish measurable outcomes and a tracking and reporting structure for the MCE Community Benefits Fund grant.

Staff will track grant expenditures, project milestones, technical evaluation activities, stakeholder engagement, and other applicable performance measures. Progress will be documented through the City's grant administration process and reported to City Council as appropriate, in addition to fulfilling MCE's required reporting requirements.

2. Long-Term Sustainability After Grant Funding
Consistent with City Council direction, staff will consider the long-term sustainability of the project beyond the grant period. The implementation approach will prioritize projects and improvements that, where feasible, can be maintained through existing City operations and asset-management practices and that provide continuing community and/or operational benefits after MCE grant funds are exhausted. Staff will identify ongoing operational, maintenance, funding, or partnership considerations necessary to sustain the project and incorporate them into future project implementation and reporting.

FISCAL IMPACT
There is no fiscal impact as this is the first step in the two-step budget process. The second step will be a request to approve the contract and a resolution authorizing the City Manager to execute same with MCE.

Grant funds will be appropriated into the appropriate City fund and used for eligible activities in accordance with the MCE agreement. No General Fund appropriation is required to accept the grant.

ENVIRONMENTAL REVIEW
The proposed action involves acceptance of grant funding and authorization to execute an agreement for planning, technical evaluation, coordination, and project development activities and does not constitute approval of a physical development project. Accordingly, the action is not subject to environmental review under the California Environmental Quality Act (CEQA). Any future physical improvements or development activities will be evaluated for applicable environmental review prior to implementation.

ATTACHMENTS

1. MCE Application

2. City of Vallejo Agreement

3. MCE Reso

CONTACT
Nalungo Conley, Assistant City Manager (707) 648-4301
[email protected]

Date: September 22, 2026
Subject: NOTICE OF INTENT TO AMEND THE FY26/27 BUDGET TO RECOGNIZE REVENUE IN THE AMOUNT OF $63,000 FROM MARIN CLEAN ENERGY (MCE) FOR CLEAN ENERGY AND BUSINESS RESILIENCE INITIATIVES (STEP 1 OF 2)

Sidney Wilson, Administrative Analyst II (707) 648-4576 [email protected]

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MARIN CLEAN ENERGY

STANDARD SHORT FORM CONTRACT

FIRST AGREEMENT

BY AND BETWEEN

MARIN CLEAN ENERGY AND CITY OF VALLEJO

THIS FIRST AGREEMENT (“Agreement”) is made and entered into on [mCESignerDateField_H3nRtD7] by and between MARIN CLEAN ENERGY (hereinafter referred to as “MCE”) and City of Vallejo, a municipal corporation of the County of Solano, California with principal address at: 555 Santa Clara Street, Vallejo, California 94590, United States (hereinafter referred to as “Contractor”) (each, a “Party,” and, together, the “Parties”).

RECITALS:

WHEREAS, MCE desires to retain Contractor to provide the services described in Exhibit A attached hereto and by this reference made a part hereof (“Services”);

WHEREAS, Contractor desires to provide the Services to MCE;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SCOPE OF SERVICES:

Contractor agrees to provide all of the Services in accordance with the terms and conditions of this Agreement. “Services” shall also include any other work performed by Contractor pursuant to this Agreement.

2. FEES AND PAYMENT SCHEDULE; INVOICING:

The fees and payment schedule for furnishing Services under this Agreement shall be based on the rate schedule which is attached hereto as Exhibit B and by this reference incorporated herein. Said fees shall remain in effect for the entire term of the Agreement (“Term”). Contractor shall provide MCE with Contractor’s Federal Tax I.D. number prior to submitting the first invoice. Contractor is responsible for billing MCE in a timely and accurate manner. Unless otherwise specified in Exhibit B, Contractor shall email invoices to MCE on a monthly basis for any Services rendered or expenses incurred hereunder. Fees and expenses invoiced beyond ninety (90) days will not be reimbursable. The final invoice must be submitted within thirty (30) days of completion of the stated scope of services or termination of this Agreement. MCE will process payment for undisputed invoiced amounts within thirty (30) days.

3. MAXIMUM COST TO MCE:

In no event will the cost to MCE for the Services to be provided herein exceed the maximum sum of $63,000.

4. TERM OF AGREEMENT:

This Agreement shall commence on January 5, 2026 (“Effective Date”) and shall terminate on December 31, 2026, unless earlier terminated pursuant to the terms and conditions set forth in Section 12.

5. REPRESENTATIONS; WARRANTIES; COVENANTS:

5.1. CONTRACTOR REPRESENTATIONS AND WARRANTIES. Contractor represents, warrants and covenants that (a) it is a non-profit duly organized, validly existing and in good standing under the laws of the State of California, (b) it has full power and authority and all regulatory authorizations required to execute, deliver and perform its obligations under this Agreement and all exhibits and addenda and to engage in the business it presently conducts and contemplates conducting, (c) it is and will be duly licensed or qualified to do business and in good standing under the laws of the State of California and each other jurisdiction wherein the nature of its business transacted by it makes such licensing or qualification necessary and where the failure to be licensed or qualified would have a material adverse effect on its ability to perform its obligations hereunder, (d) it is qualified and competent to render the Services and possesses the requisite expertise to perform its obligations hereunder, (e) the execution, delivery and performance of this Agreement and all exhibits and addenda hereto are within its powers and do not violate the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it, (f) this Agreement and each exhibit and addendum constitutes its legally valid and binding obligation enforceable against it in accordance with its terms, and (g) it is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt.

5.2. COMPLIANCE WITH APPLICABLE LAW. At all times during the Term and the performance of the Services, Contractor shall comply with all applicable federal, state and local laws, regulations, ordinances and resolutions (“Applicable Law”)

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5.3. LICENSING. At all times during the performance of the Services, Contractor represents, warrants and covenants that it has and shall obtain and maintain, at its sole cost and expense, all required permits, licenses, certificates and registrations required for the operation of its business and the performance of the Services. Contractor shall promptly provide copies of such licenses and registrations to MCE at the request of MCE.

5.4. NONDISCRIMINATORY EMPLOYMENT. Contractor shall not unlawfully discriminate against any individual based on race, color, religion, nationality, sex, sexual orientation, gender identity, age or condition of disability. Contractor understands and agrees that Contractor is bound by and shall comply with the nondiscrimination mandates of all federal, state, and local statutes, regulations, and ordinances.

5.5. ASSIGNMENT OF PERSONNEL. The Contractor shall not substitute any personnel for those specifically named in its proposal, if applicable, unless personnel with substantially equal or better qualifications and experience are provided, acceptable to MCE, as is evidenced in writing.

6. INSURANCE:

At all times during the Term and the performance of the Services, Contractor shall maintain the insurance coverages set forth below. All such insurance coverage shall be substantiated with a certificate of insurance and must be signed by the insurer or its representative evidencing such insurance to MCE. The general liability policy shall be endorsed naming Marin Clean Energy and its employees, directors, officers, and agents as additional insureds. The certificate(s) of insurance and required endorsement shall be furnished to MCE prior to commencement of Services. Certificate(s) of insurance must be current as of the Effective Date, and shall remain in full force and effect through the Term. If scheduled to lapse prior to termination date, certificate(s) of insurance must be automatically updated before final payment may be made to Contractor. Each certificate of insurance shall provide for thirty (30) days’ advance written notice to MCE of any cancellation or reduction in coverage. Insurance coverages shall be payable on a per occurrence basis only.

Nothing in this Section 6 shall be construed as a limitation on Contractor's indemnification obligations in Section 17 of this Agreement.

Should Contractor fail to provide and maintain the insurance required by this Agreement, in addition to any other available remedies at law or in equity, MCE may suspend payment to the Contractor for any Services provided during any period of time that insurance was not in effect and until such time as the Contractor provides adequate evidence that Contractor has obtained the required insurance coverage.

6.1. GENERAL LIABILITY. The Contractor shall maintain a commercial general liability insurance policy in an amount of no less than one million dollars ($1,000,000) with a two million dollars ($2,000,000) aggregate limit. “Marin Clean Energy” shall be named as an additional insured on the commercial general liability policy and the certificate of insurance shall include an additional endorsement page (see sample form: ISO - CG 20 10 11 85).

6.2. AUTO LIABILITY. Where the Services to be provided under this Agreement involve or require the use of any type of vehicle by Contractor in order to perform said Services, Contractor shall also provide comprehensive business or commercial automobile liability coverage including non-owned and hired automobile liability in the amount of one million dollars combined single limit ($1,000,000).

6.3. WORKERS’ COMPENSATION. The Contractor acknowledges that the State of California requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of the Labor Code. If Contractor has employees, it shall comply with this requirement and a copy of the certificate evidencing such insurance or a copy of the Certificate of Consent to Self-Insure shall be provided to MCE prior to commencement of Services.

6.4. INTENTIONALLY OMITTED

7. RESERVED

8. SUBCONTRACTING:

The Contractor shall not subcontract nor assign any portion of the work required by this Agreement without prior, written approval of MCE, except for any subcontract work expressly identified herein in Exhibit A. If Contractor hires a subcontractor under this Agreement (a “Subcontractor”), Subcontractor shall be bound by all applicable terms and conditions of this Agreement, and Contractor shall ensure the following:

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8.1. Subcontractor shall comply with the following terms of this Agreement: Sections 9, 10, Exhibit A.

8.2. Subcontractor shall provide, maintain and be bound by the representations, warranties and covenants of Contractor contained in Section 5 hereof (as may be modified to be applicable to Subcontractor with respect to Section 5.1(a) hereof) at all times during the Term of such subcontract and its provision of Services.

8.3. Subcontractor shall comply with the terms of Section 6 above, including, but not limited to providing and maintaining insurance coverage(s) identical to what is required of Contractor under this Agreement, and shall name MCE as an additional insured under such policies. Contractor shall collect, maintain, and promptly forward to MCE current evidence of such insurance provided by its Subcontractor. Such evidence of insurance shall be included in the records and is therefore subject to audit as described in Section 9 hereof.

8.4. Subcontractor shall be contractually obligated to indemnify the MCE Parties (as defined in Section 17 hereof) pursuant to the terms and conditions of Section 17 hereof.

8.5. Subcontractors shall not be permitted to further subcontract any obligations under this Agreement.

Contractor shall be solely responsible for ensuring its Subcontractors’ compliance with the terms and conditions of this Agreement made applicable above and to collect and maintain all documentation and current evidence of such compliance. Upon request by MCE, Contractor shall promptly forward to MCE evidence of same. Nothing contained in this Agreement or otherwise stated between the Parties shall create any legal or contractual relationship between MCE and any Subcontractor, and no subcontract shall relieve Contractor of any of its duties or obligations under this Agreement. Contractor's obligation to pay its Subcontractors is an independent obligation from MCE’s obligation to make payments to Contractor. As a result, MCE shall have no obligation to pay or to enforce the payment of any monies to any Subcontractor.

9. RETENTION OF RECORDS AND AUDIT PROVISION:

Contractor shall keep and maintain on a current basis full and complete records and documentation pertaining to this Agreement and the Services, whether stored electronically or otherwise, including, but not limited to, valuation records, accounting records, documents supporting all invoices, employees’ time sheets, receipts and expenses, and all customer documentation and correspondence (the “Records”). MCE shall have the right, during regular business hours, to review and audit all Records during the Term and for at least five (5) years from the date of the completion or termination of this Agreement. Any review or audit may be conducted on Contractor's premises or, at MCE's option, Contractor shall provide all records within a maximum of fifteen (15) days upon receipt of written request from MCE.

Contractor shall refund any monies erroneously charged. Contractor shall have an opportunity to review and respond to or refute any report or summary of audit findings, and shall promptly refund any overpayments made by MCE based on undisputed audit findings.

10. DATA, CONFIDENTIALITY AND INTELLECTUAL PROPERTY:

10.1. OWNERSHIP AND USE RIGHTS.
a) MCE Data. Unless otherwise expressly agreed to in writing by the Parties, MCE shall retain all of its rights, title and interest in MCE’s Data. “MCE Data” shall mean all data or information provided by or on behalf of MCE, including but not limited to, customer Personal Information; energy usage data relating to, of, or concerning, provided by or on behalf of any customers; all data or information input, information systems and technology, software, methods, forms, manuals, and designs, transferred, uploaded, migrated, or otherwise sent by or on behalf of MCE to Contractor as MCE may approve of in advance and in writing (in each instance); account numbers, forecasts, and other similar information disclosed to or otherwise made available to Contractor. MCE Data shall also include all data and materials provided by or made available to Contractor by MCE’s licensors, including but not limited to, any and all survey responses, feedback, and reports subject to any limitations or restrictions set forth in the agreements between MCE and their licensors. b) Intellectual Property. Unless otherwise expressly agreed to in writing by the Parties, any and all materials, information, or other intellectual property created, prepared, accumulated or developed by Contractor or any Contractor Party, which includes any employees, members, officers, Subcontractors, and agents of Contractor (each, a “Contractor Party,” and, collectively, the “Contractor Parties”) under this Agreement (“Intellectual Property”), including finished and unfinished inventions, processes, templates, documents, drawings, computer programs, designs, calculations, valuations, maps, plans, workplans, text, filings, estimates, manifests, certificates, books, specifications, sketches, notes, reports, summaries, analyses, manuals, visual materials, data models and samples, including summaries, extracts, analyses and preliminary or draft materials developed in connection therewith, shall be owned by MCE. MCE shall have the exclusive right to use Intellectual Property in its sole discretion and without further compensation to Contractor or to any other party. Contractor shall, at MCE’s expense, provide Intellectual Property to MCE or to any party MCE may designate upon written request.

Contractor may keep one file reference copy of Intellectual Property prepared for MCE solely for legal purposes and if otherwise agreed to in writing by MCE. In addition, Contractor may keep one copy of Intellectual Property if otherwise agreed to in writing by MCE.

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c) Intellectual Property shall be owned by MCE upon its creation. Contractor agrees to execute any such other documents or take other actions as MCE may reasonably request to perfect MCE’s ownership in the Intellectual Property. d) Contractor’s Pre‐Existing Materials. If, and to the extent Contractor retains any preexisting ownership rights (“Contractor’s Pre‐Existing Materials”) in any of the materials furnished to be used to create, develop, and prepare the Intellectual Property, Contractor hereby grants MCE on behalf of its customers and the CPUC for governmental and regulatory purposes an irrevocable, assignable, non‐exclusive, perpetual, fully paid up, worldwide, royalty‐free, unrestricted license to use and sublicense others to use, reproduce, display, prepare and develop derivative works, perform, distribute copies of any intellectual or proprietary property right of Contractor or any Contractor Party for the sole purpose of using such Intellectual Property for the conduct of MCE’s business and for disclosure to the CPUC for governmental and regulatory purposes related thereto. Unless otherwise expressly agreed to by the Parties, Contractor shall retain all of its rights, title and interest in Contractor’s Pre‐Existing Materials. Any and all claims to Contractor’s Pre‐Existing Materials to be furnished or used to prepare, create, develop or otherwise manifest the Intellectual Property must be expressly disclosed to MCE prior to performing any Services under this Agreement. Any such Pre-Existing Material that is modified by work under this Agreement is owned by MCE.

10.2. EQUITABLE RELIEF. Each Party acknowledges that a breach of this Section 10 would cause irreparable harm and significant damages to the other Party, the degree of which may be difficult to ascertain. Accordingly, each Party agrees that MCE shall have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of MCE Data, in addition to any other rights and remedies that it may have at law or otherwise; and Contractor shall have the right to obtain immediate equitable relief to enjoin any unauthorized use or disclosure of Contractor’s Pre-Existing Materials, in addition to any other rights and remedies that it may have at law or otherwise.

11. FORCE MAJEURE:

A Party shall be excused for failure to perform its obligations under this Agreement if such obligations are prevented by an event of Force Majeure (as defined below), but only for so long as and to the extent that the Party claiming Force Majeure (“Claiming Party”) is actually so prevented from performing and provided that (a) the Claiming Party gives written notice and full particulars of such Force Majeure to the other Party (the “Affected Party”) promptly after the occurrence of the event relied on, (b) such notice includes an estimate of the expected duration and probable impact on the performance of the Claiming Party’s obligations under this Agreement, (c) the Claiming Party furnishes timely regular reports regarding the status of the Force Majeure, including updates with respect to the data included in Section 10 above during the continuation of the delay in the Claiming Party’s performance, (d) the suspension of such obligations sought by Claiming Party is of no greater scope and of no longer duration than is required by the Force Majeure, (e) no obligation or liability of either Party which became due or arose before the occurrence of the event causing the suspension of performance shall be excused as a result of the Force Majeure; (f) the Claiming Party shall exercise commercially reasonable efforts to mitigate or limit the interference, impairment and losses to the Affected Party; (g) when the Claiming Party is able to resume performance of the affected obligations under this Agreement, the Claiming Party shall give the Affected Party written notice to that effect and promptly shall resume performance under this Agreement. “Force Majeure” shall mean acts of God such as floods, earthquakes, fires, orders or decrees by a governmental authority, civil or military disturbances, wars, riots, terrorism or threats of terrorism, utility power shutoffs, strikes, labor disputes, pandemic, or other forces over which the responsible Party has no control and which are not caused by an act or omission of such Party.

12. TERMINATION:

12.1. If the Contractor fails to provide in any manner the Services required under this Agreement, otherwise fails to comply with the terms of this Agreement, violates any Applicable Law, makes an assignment of any general arrangement for the benefit of creditors, files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause under any bankruptcy or similar law for the protection of creditors, or has such petition filed against it, otherwise becomes bankrupt or insolvent (however evidenced), or becomes unable to pay its debts as they fall due, then MCE may terminate this Agreement by giving five (5) business days’ written notice to Contractor.

12.2. Either Party hereto may terminate this Agreement for any reason by giving thirty (30) calendar days’ written notice to the other Party. Notice of termination shall be by written notice to the other Party and be sent by registered mail or by email to the email address listed in Section 19.

12.3. In the event of termination not the fault of the Contractor, the Contractor shall be paid for Services performed up to the date of termination in accordance with the terms of this Agreement so long as proof of required insurance is provided for the periods covered in the Agreement or Amendment(s). Notwithstanding anything contained in this Section 12, in no event shall MCE be liable for lost or anticipated profits or overhead on uncompleted portions of the Agreement. Contractor shall not enter into any agreement, commitments or subcontracts that would incur significant cancelation or termination costs without prior written approval of MCE, and such written approval shall be a condition precedent to the payment of any cancellation or termination charges by MCE under this Section 12. Also, as a condition precedent to the payment of any cancellation or termination charges

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by MCE under this Section 12, Contractor shall have delivered to MCE any and all Intellectual Property (as defined in Section

10.1(b)) prepared for MCE before the effective date of such termination.

12.4. MCE may terminate this Agreement if funding for this Agreement is reduced or eliminated by a third-party funding source.

12.5. Without limiting the foregoing, if either Party’s activities hereunder become subject to law or regulation of any kind, which renders the activity illegal, unenforceable, or which imposes additional costs on such Party for which the parties cannot mutually agree upon an acceptable price modification, then such Party shall at such time have the right to terminate this Agreement upon written notice to the other Party with respect to the illegal, unenforceable, or uneconomic provisions only, and the remaining provisions will remain in full force and effect.

12.6. Upon termination of this Agreement for any reason, Contractor shall and shall cause each Contractor Party to bring the Services to an orderly conclusion as directed by MCE and shall return all MCE Data (as defined in Section 10.1(a) above) and Intellectual Property to MCE.

12.7. Notwithstanding the foregoing, this Agreement shall be subject to changes, modifications, or termination by order or directive of the California Public Utilities Commission (“CPUC”). The CPUC may from time to time issue an order or directive relating to or affecting any aspect of this Agreement, in which case MCE shall have the right to change, modify or terminate this Agreement in any manner to be consistent with such order or directive.

12.8. Notwithstanding any provision herein to the contrary, Sections 2, 3, 8.4, 9, 10, 12, 15, 16, 17, 18, 19, 20, 21, 22, 24 and Exhibit B of this Agreement shall survive the termination or expiration of this Agreement.

13. ASSIGNMENT:

The rights, responsibilities, and duties under this Agreement are personal to the Contractor and may not be transferred or assigned without the express prior written consent of MCE.

14. AMENDMENT; NO WAIVER:

This Agreement may be amended or modified only by written agreement of the Parties. Failure of either Party to enforce any provision or provisions of this Agreement will not waive any enforcement of any continuing breach of the same provision or provisions or any breach of any provision or provisions of this Agreement.

15. DISPUTES:

Either Party may give the other Party written notice of any dispute which has not been resolved at a working level. Any dispute that cannot be resolved between Contractor’s contract representative and MCE’s contract representative by good faith negotiation efforts shall be referred to Legal Counsel of MCE and an officer of Contractor for resolution. Within 20 calendar days after delivery of such notice, such persons shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary to exchange information and to attempt to resolve the dispute. If MCE and Contractor cannot reach an agreement within a reasonable period of time (but in no event more than 30 calendar days), MCE and Contractor shall have the right to pursue all rights and remedies that may be available at law or in equity. All negotiations and any mediation agreed to by the Parties are confidential and shall be treated as compromise and settlement negotiations, to which Section 1119 of the California Evidence Code shall apply, and Section 1119 is incorporated herein by reference.

16. JURISDICTION AND VENUE:

This Agreement shall be construed in accordance with the laws of the State of California and the Parties hereto agree that venue shall be in Marin County, California.

17. INDEMNIFICATION:

To the fullest extent permitted by Applicable Law, Contractor shall indemnify, defend, and hold MCE and its employees, officers, directors, representatives, and agents (“MCE Parties”), harmless from and against any and all actions, claims, liabilities, losses, costs, damages, and expenses (including, but not limited to, litigation costs, attorney's fees and costs, physical damage to or loss of tangible property, and injury or death of any person) arising out of, resulting from, or caused by: a) the negligence, recklessness, intentional misconduct, or fraud of all Contractor Parties; b) the failure of a Contractor Party to comply with the provisions of this Agreement or Applicable Law; or c) any defect in design, workmanship, or materials carried out or employed by any Contractor Party.

18. NO RECOURSE AGAINST CONSTITUENT MEMBERS OF MCE:

MCE is organized as a Joint Powers Authority in accordance with the Joint Exercise of Powers Act of the State of California (Government Code Section 6500, et seq.). Pursuant to MCE’s Joint Powers Agreement, MCE is a public entity separate from its constituent members. MCE shall solely be responsible for all debts, obligations, and liabilities accruing and arising out of this Agreement. No

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Contractor Party shall have rights and nor shall any Contractor Party make any claims, take any actions, or assert any remedies against any of MCE’s constituent members in connection with this Agreement.

19. INVOICES; NOTICES:

This Agreement shall be managed and administered on MCE’s behalf by the Contract Manager named below. All invoices shall be submitted by email to:

Email Address: [email protected]

All other notices shall be given to MCE at the following location:

Contract Manager: Monique McCool
MCE Address: 1125 Tamalpais Avenue
San Rafael, CA 94901
Email Address: [email protected]
Telephone No.: (415) 464-6049

Notices shall be given to Contractor at the following address:

Contractor: Sidney Wilson
Address: 555 Santa Clara Street, Vallejo, California 94590, United States Email Address: [email protected]
Telephone No.: (707) 648-4576

20. ENTIRE AGREEMENT; ACKNOWLEDGMENT OF EXHIBITS:

This Agreement along with the attached Exhibits marked below constitutes the entire Agreement between the Parties. In the event of a conflict between the terms of this Agreement and the terms in any of the following Exhibits, the terms in this Agreement shall govern. ☒ Check applicable Exhibits CONTRACTOR’S INITIALS MCE’S INITIALS EXHIBIT A. X Scope of Services [counterpartySignerInitials _rQhlCfA]
[mCESignerInitial
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EXHIBIT B. X Fees and Payment [counterpartySignerInitials _b2ZAl90]
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21. SEVERABILITY:

Should any provision of this Agreement be held invalid or unenforceable by a court of competent jurisdiction, such invalidity will not invalidate the whole of this Agreement, but rather, the remainder of the Agreement which can be given effect without the invalid provision, will continue in full force and effect and will in no way be impaired or invalidated.

22. INDEPENDENT CONTRACTOR:

Contractor is an independent contractor to MCE hereunder. Nothing in this Agreement shall establish any relationship of partnership, joint venture, employment or franchise between MCE and any Contractor Party. Neither MCE nor any Contractor Party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided for herein.

23. TIME:

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Time is of the essence in this Agreement and each and all of its provisions.

24. THIRD PARTY BENEFICIARIES:

The Parties agree that there are no third-party beneficiaries to this Agreement either express or implied.

25. FURTHER ACTIONS:

The Parties agree to take all such further actions and to execute such additional documents as may be reasonably necessary to effectuate the purposes of this Agreement.

26. PREPARATION OF AGREEMENT:

This Agreement was prepared jointly by the Parties, each Party having had access to advice of its own counsel, and not by either Party to the exclusion of the other Party, and this Agreement shall not be construed against either Party as a result of the manner in which this Agreement was prepared, negotiated or executed.

27. DIVERSITY SURVEY:

Pursuant to Senate Bill 255 which amends Section 366.2 of the California Public Utilities Code, MCE is required to submit to the California Public Utilities Commission an annual report regarding its procurement from women-owned, minority-owned, disabled veteran-owned and LGBT-owned business enterprises (“WMDVLGBTBE”). Consistent with these requirements, Contractor agrees to provide information to MCE regarding Contractor’s status as a WMDVLGBTBE and any engagement of WMDVLGBTBEs in its provision of Services under this Agreement. Concurrently with the execution of this Agreement, Contractor agrees to complete and deliver MCE’s Supplier Diversity Survey, found at the following link: https://form.asana.com/?k=jSGYk4x3sf2dHfSzywc2fg&d=163567039999692 (the “Diversity Survey”) within thirty (30) days of the Effective Date of this Agreement. Because MCE is required to submit annual reports and/or because the Diversity Survey may be updated or revised during the term of this Agreement, Contractor agrees to complete and deliver the Diversity Survey, an updated or revised version of the Diversity Survey or a similar survey at the reasonable request of MCE within thirty (30) days of receiving said request, and to otherwise reasonably cooperate with MCE to provide the information described above. Contractor shall otherwise reasonably cooperate with MCE to provide all such information and ensure submission in the timeframe reasonably requested by MCE.

28. COUNTERPARTS:

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

APPROVED BY
MARIN CLEAN ENERGY:

By: [mCESignerSignature_PCfonll]

Name: [mCESignerName_bGBXSVr]

Title: [mCESignerTitle_fHnahwi]

Date: [mCESignerDateField_0RPKii4]

[mCEChairmanSignerDateField]

CONTRACTOR:

By: [counterpartySignerSignature_SuSPHKD]

Name: [counterpartySignerName_mjVupzs]

Title: [counterpartySignerTitle_f0AMTvN]

Date: [counterpartySignerDateField_Q00bssr]

MCE Standard Form 002 (Updated 2/22/2022) Page 8 of 9

EXHIBIT A

SCOPE OF SERVICES

Contractor shall provide the following Services under the Agreement as requested and directed by MCE Public Affairs staff, up to the maximum time/fees allowed under this Agreement:

As part of MCE's Community Benefit Funds, Contractor will provide support for the implementation of Phase 1 of the North Vallejo Clean Energy & Business Resilience Pilot at the Vallejo Community Center.

The pilot includes:
• 10–15 kW rooftop solar installation
• Workforce exposure for North Vallejo residents
• Business outreach along the Sonoma Boulevard corridor • A Clean Energy & Business Resilience Task Force
• A community event highlighting early outcomes and BID readiness

The support that Contractor will provide includes:
• Site Access & Coordination: Access for rooftop assessment, inspections, installation, and events. • Permitting & Technical Support: Coordination with Public Works, Building, and Planning to streamline permitting and inspections.
• City Participation in the Task Force: Ensuring alignment with clean-energy, economic development, and community engagement priorities.
• Community Event Support: Collaboration to host a public event celebrating solar installation, workforce participation, and BID activation.

Program reporting to MCE includes:
• Quarterly reports outlining progress including but not limited to:
o Number of people engaged
o Details on workforce activities
o Community event details
o Task-force actions and next steps
• At least one case study on the pilot must be provided by the end of 2026 unless a new date is agreed upon in writing. Must include a minimum of three photos

MCE Standard Form 002 (Updated 2/22/2022) Page 9 of 9

EXHIBIT B

FEES AND PAYMENT SCHEDULE

For Services provided under this Agreement, MCE shall pay Contractor in accordance with the amount(s) and the payment schedule as specified below:

Contractor shall invoice MCE the full sum upon contract execution. If at any point during the Term, MCE determines that Contractor is failing to perform the Services or failed to provide complete and timely reports, MCE may demand repayment of the full sum ($63,000) and repayment is due by Contractor within thirty (30) days of MCE's written demand.

In no event shall the total cost to MCE for the Services provided herein exceed the maximum sum of $63,000 for the term of the Agreement.

Approved as to form:

By: for
Veronica Nebb, City Attorney
RESOLUTION NO.

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

AUTHORIZING THE CITY MANAGER, OR DESIGNEE, TO EXECUTE
AN AGREEMENT WITH MARIN CLEAN ENERGY TO ACCEPT $63,000

IN COMMUNITY BENEFIT FUNDS FOR CLEAN ENERGY AND
BUSINESS RESILIENCE INITIATIVES (STEP 1 OF 2)

WHEREAS, Marin Clean Energy (“MCE”) provides funding opportunities to member agencies to advance clean energy, sustainability, energy efficiency, community resilience, and related community benefit objectives; and

WHEREAS, MCE has awarded the City of Vallejo (“City”) $63,000 in Community Benefit Funds to support the North Vallejo Clean Energy and Business Resilience Pilot and related eligible activities; and

WHEREAS, the Community Benefit Funds will support eligible planning, technical evaluation, project development, coordination, stakeholder engagement, and related activities consistent with the MCE agreement and applicable MCE requirements; and

WHEREAS, the MCE agreement is effective March 11, 2026, through December 31, 2026.

NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Vallejo hereby authorizes the City Manager, or designee, to execute an agreement with Marin Clean Energy to accept $63,000 in Community Benefit Funds and to administer the funds in accordance with the agreement and applicable City policies and procedures.

BE IT FURTHER RESOLVED, that the City Manager, or designee(s), including appropriate City Manager’s Office staff and/or department directors, are hereby authorized to execute, in the name of the City of Vallejo, all documents necessary to administer and implement the MCE Community Benefit Funds, including but not limited to agreements, amendments, requests for payment or reimbursement, progress reports, financial reports, certifications, and other required grant documents.

BE IT FURTHER RESOLVED, that the $63,000 in MCE Community Benefit Funds is hereby accepted and authorized for appropriation and expenditure for eligible activities consistent with the MCE agreement.

BE IT FURTHER RESOLVED, that the City Manager’s Office shall establish measurable outcomes, tracking, and reporting for the grant and consider the long-term sustainability, including operational, maintenance, funding, and partnership requirements, of activities supported by the grant.

[SIGNATURES ON NEXT PAGE]

Adopted by the City Council of the City of Vallejo at a regular meeting held on October 13, 2026, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

ACTION ITEM 9.A.

DATE: September 22, 2026
TO: Mayor and Members of the City Council
FROM: Harry E. Black, City Manager
SUBJECT: ADOPT A RESOLUTION APPROVING A CONSULTANT AND PROFESSIONAL

SERVICES AGREEMENT WITH BAKER TILLY ADVISORY GROUP, LP TO PROVIDE LONG-RANGE FINANCIAL MODELING FOR A NOT-TO-EXCEED AMOUNT OF $225,000

AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

RECOMMENDATION
Adopt a resolution approving a Professional Services Agreement with Baker Tilly Advisory Group, LP in an amount not to exceed $225,000 to prepare the City of Vallejo Long-Range Financial Plan and Fiscal Sustainability Roadmap, and to take such administrative actions as are necessary to implement the agreement, subject to approval as to form by the City Attorney and satisfaction of all City contracting requirements and authorize the City Manager to execute same.

REASONS FOR RECOMMENDATION
The proposed engagement is a foundational component of the City's effort to address its structural fiscal challenges and establish a sustainable, multi-year framework for financial decision-making. The City issued a competitive Request for Proposals (RFP) seeking an objective, data-informed assessment of the City's current and projected financial condition, a ten-year fiscal forecast and adjustable model, analysis of major cost and revenue drivers, and an actionable roadmap for budget stabilization and long-term fiscal sustainability.

Four proposals were received and independently evaluated by a three-member evaluation panel consisting of the City Manager Harry Black, Assistant Finance Director Florita Cruz, and Assistant City Manager Nalungo Conley using the 100-point criteria published in the RFP. Baker Tilly received the highest combined score at 290 of 300 points, or an average score of 96.7 out of 100, and ranked first among all proposers. Its proposed fee is $175,000. The RFP expressly provides that the City may select the proposal determined to be most advantageous to the City and that the award need not be made to the lowest-cost proposer.

Based on the competitive evaluation results, staff recommends Baker Tilly as the proposer offering the strongest overall combination of demonstrated understanding, technical approach, experience, project team qualifications, and cost/value under the published evaluation framework.

BACKGROUND AND DISCUSSION
The City continues to face significant long-term fiscal pressures that require a disciplined assessment extending beyond a single annual budget cycle. On July 15, 2026, the City released an RFP for Long-Range Financial Planning and Fiscal Sustainability Roadmap services. Proposals were due August 5, 2026. The RFP was designed to provide City management and the City Council with a practical decision-making tool for evaluating the City's long- term fiscal condition and identifying actions needed to improve financial sustainability.

Scope and Expected Outcomes

Date: September 22, 2026
Subject: ADOPT A RESOLUTION APPROVING A CONSULTANT AND PROFESSIONAL

SERVICES AGREEMENT WITH BAKER TILLY ADVISORY GROUP, LP TO

PROVIDE LONG-RANGE FINANCIAL MODELING FOR A NOT-TO-EXCEED AMOUNT OF $225,000 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

The RFP calls for substantially more than a traditional financial forecast. The selected consultant is expected to develop a comprehensive long-range financial plan and an ongoing digital fiscal model that can be maintained by City staff. The engagement includes the following major elements:
• Project initiation, work planning, data collection, and confirmation of project governance and communication protocols.
• A comprehensive fiscal condition review, including historical trends, reserves, Measure P, labor and benefit costs, pensions and OPEB, overtime, risk and claims, capital needs, internal service charges, interfund activity, and other material fiscal pressures.
• Development of a minimum ten-year General Fund forecast and adjustable digital model capable of testing alternative assumptions and scenarios.
• Focused analysis of key budget areas, including staffing and vacancy assumptions, overtime, healthcare and employee benefits, pension obligations, Measure P, reserves, stormwater impacts, insurance and litigation, facilities and fleet, cost allocation, revenues, grants, and one-time resources. • Development of prioritized fiscal strategies addressing budget stabilization, expenditure control, revenue enhancement, reserves, pension and benefit costs, staffing, capital funding, cost recovery, and financial reporting. • Preparation of a draft and final Long-Range Financial Plan, fiscal strategy and implementation roadmap, executive summary, and presentation materials.
• Training of City staff so the fiscal model can be updated and used as part of the annual budget process and ongoing financial planning,

Competitive Evaluation Process
The RFP established a 100-point evaluation methodology. Each evaluator independently reviewed and scored the proposals using the published criteria before the scores were consolidated. The criteria were:

The RFP also allowed the City to consider interviews, clarification responses, references, and overall demonstrated ability to deliver a practical and usable long-range financial plan. It further reserved the City's right to award the contract to the proposer determined to be most advantageous to the City, which may not necessarily be the lowest-cost proposal.

Evaluation Results
The City received four proposals. The consolidated evaluation results are summarized below:

Date: September 22, 2026
Subject: ADOPT A RESOLUTION APPROVING A CONSULTANT AND PROFESSIONAL

SERVICES AGREEMENT WITH BAKER TILLY ADVISORY GROUP, LP TO

PROVIDE LONG-RANGE FINANCIAL MODELING FOR A NOT-TO-EXCEED AMOUNT OF $225,000 AND AUTHORIZING THE CITY MANAGER TO EXECUTE SAME

Selection of Baker Tilly
Baker Tilly is recommended for award because it achieved the highest overall score under the City's published evaluation process. The evaluation panel's consolidated scoring reflects the strongest overall assessment of the firm across the five stated categories. Baker Tilly received a combined 60 of 60 points for understanding of the project, 59 of 60 for technical approach, 75 of 75 for experience, 59 of 60 for project team, and 37 of 45 for cost/value across the three evaluators.

Although Baker Tilly did not submit the lowest-cost proposal, price was one component of the overall evaluation and represented 15 percent of the available points. The recommended award is therefore consistent with the RFP's stated best-value framework, which permits selection of the proposer determined to be most advantageous to the City rather than the lowest-cost proposer.

The recommended engagement will provide the City with an independent, structured assessment of its long- term fiscal condition; a ten-year forecasting framework; scenario-testing capability; prioritized fiscal strategies; and an implementation roadmap intended to guide management and City Council decision-making over multiple budget cycles. Staff will also receive training and a model that can be maintained after the consultant engagement is completed.

FISCAL IMPACT
The recommended Professional Services Agreement with Baker Tilly is in an amount not to exceed $225,000.

Expenditures will be made only from legally available and appropriated City funds and will be charged to the appropriate professional services budget account for this engagement. No expenditure above the approved contract amount may be incurred without additional authorization consistent with the City's contracting and budget requirements. This has already been included in the FY26/27 budget.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. RESO BakerTilly Cons Prof Svcs Agreement CAO Stamp

2. Baker_Tilly_Financial_Consultant and Professional Svcs Agreement CAO stamp

CONTACT
Harry E. Black, City Manager (707) 648-4576
[email protected]

RESOLUTION NO. 2_-______

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO APPROVING THE

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT WITH BAKER TILLY ADVISORY GROUP, LP FOR A NOT-TO-EXCEED AMOUNT OF $225,000

WHEREAS, on July 15, 2026 the City released a competitive Request For Proposals for Long- Range Financial Planning and Fiscal Sustainability Roadmap services; and

WHEREAS, the City received four proposals for the requested services, performed a review of those proposals, and scored Baker Tilly highest amongst the four; and

WHEREAS, the recommended engagement will provide the City with an independent, structured assessment of its long-term fiscal condition; a ten-year forecasting framework; scenario-testing capability; prioritized fiscal strategies; and an implementation roadmap intended to guide management and City Council decision-making over multiple budget cycles. Staff will also receive training and a model that can be maintained after the consultant engagement is completed; and

WHEREAS the City wishes to retain the services of Baker Tilly to perform the services needed.

NOW, THEREFORE BE IT RESOLVED that the City Council hereby approves the Consultant and Professional Services Agreement between the City of Vallejo and Baker Tilly Advisory, LP for a not- to-exceed amount of TWO HUNDRED AND TWENTY-FIVE THOUSAND DOLLARS ($225,000) and authorizes the City Manager to execute same.

ADOPTED BY THE CITY COUNCIL OF THE CITY OF VALLEJO at a regular meeting held on ______________, with the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN

ATTEST

ANDREA SORCE, MAYOR

DAWN G. ABRAHAMSON, CITY CLERK

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 10

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT

This Consultant and Professional Services Agreement (“Agreement”) is made at Vallejo, California, dated for reference this 22nd day of September, 2026, by and between the City of Vallejo, a municipal corporation (“City”), and Baker Tilly Advisory Group, LP, hereinafter referred to as “Consultant”, who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.”

2. Payment. City shall pay Consultant for services rendered pursuant to this agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.” The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. Consultant shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any subcontractor’s operations, to be performed under this agreement for Consultant’s or subcontractor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Consultant, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City.

Consultant shall also indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any

Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 10 subcontractor’s operations, related to costs or benefits associated with California Public Employment Retirement System (CalPERS) membership where Consultant supplies a CalPERS member who CalPERS determines is subject to enrollment.

The provisions of this section shall survive the expiration or termination of this Agreement.

5. Insurance Requirements. Consultant agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Consultant.” Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Consultant shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Consultant warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Consultant’s family, business, real property or financial interests and the services to be provided under this Agreement. Consultant shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Consultant’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Consultant shall disclose such conflict in writing to City. Every individual who performs services on behalf of Consultant pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

8. Independent Contractor. Consultant is an independent contractor. Neither Consultant nor any of Consultant’s officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 10

9. Licenses, Permits, Etc. Consultant represents and warrants to City that all consultant services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Consultant has all the permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession.

10. Business License. Consultant, and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Consultant until such business license(s) has been obtained.

11. Standard of Performance. Consultant shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Consultant’s profession currently practicing in California.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

Consultant’s responsibilities under this section shall not be delegated. Consultant shall be responsible to City for acts, errors, or omissions of Consultant’s subcontractors.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.

12. Force Majeure. Neither party shall be considered in default of this Agreement to

Consultant and Professional Services Agreement (Revised 05-2025) Page 4 of 10 the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Consultant is unable to meet the completion date or schedule of services, Consultant shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Consultant agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Consultant pursuant to this Agreement shall be the full and complete compensation to which Consultant and Consultant’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Consultant nor Consultant’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Consultant. The City shall not be required to pay any workers’ compensation insurance on behalf of Consultant.

Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

15. General Prohibition on Assignment of CalPERS Members and Annuitants.

Consultant shall not hire, employ, or use, as an employee, subcontractor or agent of Consultant (Assigned Individual) any California Public Employment Retirement System (CalPERS) member or annuitant in connection with the provision of services under this Agreement. Nor shall Consultant allow any of its subcontractors, agents, or other representatives to employ CalPERS members or annuitants for the purpose of performing work under this Agreement. Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

The City Manager and the Human Resources Director may together approve an exception which they determine either: (i) meets the requirements of CalPERS relating to Independent Contractors; or (ii) where such Assigned Individual who is an Annuitant, has not, and will not, exceed 960 total hours in a fiscal year (July 1 to June 30) for all CalPERS employers combined, and satisfies all other CalPERS annuitant requirements. No

Consultant and Professional Services Agreement (Revised 05-2025) Page 5 of 10 Assigned Individual, regardless of CalPERS membership at the time the labor is provided, may exceed 1,000 hours in a fiscal year (July 1 to June 30).

16. Consultant Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Consultant shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

17. Term. The term of this Agreement shall commence on September 22, 2026 and shall continue in full force and effect until December 31, 2027.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year, by written notice to Consultant. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed three years.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo. If funds to effect such continued payment are not appropriated, Consultant agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

18. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Consultant. Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termination, Consultant shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Consultant for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Consultant for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Consultant for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

19. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Consultant resulting from services rendered pursuant to this Agreement, shall become the property of City.

Consultant agrees that all copyrights which arise from creation of the work under this

Consultant and Professional Services Agreement (Revised 05-2025) Page 6 of 10 Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Consultant makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

20. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Consultant in the performance of Consultant’s services hereunder.

21. Assignment and Subcontracting. Consultant shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

If subcontracting of work is permitted, Consultant shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Consultant. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Consultant to use subcontractors for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Consultant’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.

Any subcontractor or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or subcontractor agreement.

22. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

23. Non-Discrimination/Fair Employment Practices.

(a) Consultant shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of

Consultant and Professional Services Agreement (Revised 05-2025) Page 7 of 10 employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

Consultant warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

In all solicitations either by competitive bidding or negotiations made by Consultant for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.

(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

24. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City: Harry E. Black
City Manager
555 Santa Clara Street
Vallejo, CA 94590

If to Consultant: Andy Belknap, Managing Director
Baker Tilly Advisory Group, LP
205 N Michigan Ave, 28th Fl
Chicago, IL 60601-5927

Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications shall be made pursuant to section 1 of Exhibit A.

25. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties

Consultant and Professional Services Agreement (Revised 05-2025) Page 8 of 10 hereto.

26. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

27. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

28. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

29. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party’s draftsmanship thereof.

30. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

31. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

32. Compliance with Laws. Consultant will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

33. Confidentiality of City Information. During the performance of services under this Agreement, Consultant may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as “City Information”) which are valuable, special and unique assets of the City. Consultant agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Consultant’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Consultant and Professional Services Agreement (Revised 05-2025) Page 9 of 10

Consultant shall treat all records and work product prepared or maintained by Consultant in the performance of this Agreement as confidential.

A violation by Consultant of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Consultant’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement.

34. News and Information Release. Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.

35. City Representative. The City Representative specified in Exhibit A, or the representative’s designee, shall administer this Agreement for the City.

36. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

37. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise. Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement.

The failure to send an original shall not affect the binding nature of this Agreement.

38. Authority. The person signing this Agreement for Consultant hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Consultant.

39. Exhibits. The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A, entitled “Scope of Work,” including any attachments Exhibit B, entitled “Compensation,” including any attachments Exhibit C, entitled “Insurance Requirements,” including attachments

[SIGNATURES ON FOLLOWING PAGE]

Consultant and Professional Services Agreement (Revised 05-2025) Page 10 of 10

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

Baker Tilly Advisory Group, LP

By: ____________________
Andy Belknap
Managing Director

DATE: __________________

(City Seal)

CITY OF VALLEJO,
a municipal corporation

By: ____________________
Harry E. Black
City Manager

DATE: __________________

ATTEST:

By: ____________________
Dawn G. Abrahamson
City Clerk

APPROVED AS TO FORM:

By: ____________________
Veronica A. F. Nebb
City Attorney

APPROVED AS TO INSURANCE:

By: ____________________
Armond Sarkis
Risk Manager

Consultant and Professional Services Agreement (5-2025) Page 1 of 1 Exhibit A – Scope of Work

EXHIBIT A

SCOPE OF WORK

1. Representatives. The City Representative for this Agreement is:

Harry E. Black
City Manager
555 Santa Clara Street
Vallejo, CA 94590
(707) 648-4301
[email protected]

The Consultant’s Representative for this Agreement is:

Andy Belknap
Managing Director
Baker Tilly Advisory Group, LP
205 N Michigan Ave, 28th Fl
Chicago, IL 60601-5927
[email protected]

All routine administrative communications between the parties will be between the above- named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City’s Representative.

2. Services to be Provided. The services provided shall be as set forth in Attachment 1 of Exhibit A, attached hereto and incorporated herein by this reference.

3. Time for Performance. Consultant will perform the services according to the schedule contained in Attachment 1 of Exhibit A. If the schedule calls for the services to be performed in phases or discrete increments, Consultant shall not proceed from one phase or increment to the next without written authorization from the City’s Representative. Consultant will complete all services by June 30, 2027

4. No Set Work Hours. Consultant shall be solely responsible for determining the working hours of its individual personnel, employees, agents, and representatives within the limitations otherwise provided in this Agreement.

Consultant and Professional Services Agreement (5-2025) Page 1 of 2 Exhibit B – Compensation

EXHIBIT B

COMPENSATION

1. Consultant’s Compensation.

A. Services: City agrees to pay Consultant, at the rate(s) specified below, for those services set forth in Exhibit A of this Agreement and for all authorized reimbursable expenses, for a total not to exceed of two hundred and twenty-five thousand dollars ($225,000).

Consultant shall notify City in writing no later than thirty (30) days prior to the estimated date when Consultant will have billed City the maximum payment amount permitted under this Agreement, and Consultant shall provide City with an estimate of the additional compensation required to complete the project.

B. Additional Services:

1. Additional Services are those services related to the scope of Services of Consultant as set forth in Exhibit A but not anticipated at the time of execution of this Agreement. Additional Services shall be provided only when a Supplemental Agreement authorizing such Additional Services is approved by the City Manager, or his or her designee. City reserves the right to perform any Additional Services with its own staff or to retain other Consultants to perform said Additional Services.

2. Consultant’s compensation for Additional Services shall be based on the total number of hours spent on Additional Services multiplied by the employees’ appropriate billable hourly rate as established below. City, at its option, may negotiate a fixed fee for some or all Additional Services as the need arises. Where a fixed fee for Additional Services is established by mutual Agreement between City and Consultant, compensation to Consultant shall not exceed the fixed fee amount.

2. Appropriate Billable Hourly Rates for Services and Additional Services.

Consultant’s billable hourly rates shall be as listed in Attachment 1 of Exhibit B, attached hereto and incorporated herein by this reference.

3. Consultant’s Reimbursable Expenses. Reimbursable Expenses shall be limited to actual reasonable expenditures of Consultant for expenses that are necessary for the proper completion of the Services and shall only be payable if specifically authorized in advance by City.

4. Payments to Consultant.

A. Payments to Consultant shall be made within a reasonable time after receipt of Consultant’s invoice, said payments to be made in proportion to services performed.

Consultant may request payment on a monthly basis. Consultant shall be responsible for the cost of supplying all documentation necessary to verify the monthly billings to the

Consultant and Professional Services Agreement (5-2025) Page 2 of 2 Exhibit B – Compensation
satisfaction of City.

B. All invoices submitted by Consultant shall contain the following information:

1. Description of services billed under this invoice

2. Date of Invoice Issuance

3. Sequential Invoice Number

4. City’s Purchase Order Number (if issued)

5. Social Security Number or Taxpayer Identification Number

6. Amount of this Invoice (Itemize all Reimbursable Expenses”)

7. Total Billed to Date

C. Items shall be separated into Services and Reimbursable Expenses. Billings that do not conform to the format outlined above shall be returned to Consultant for correction.

City shall not be responsible for delays in payment to Consultant resulting from Consultant’s failure to comply with the invoice format described above.

D. Request for payment shall be sent to:

Jason Ackley
Assistant to the City Manager
City Manager’s Office
555 Santa Clara Street
Vallejo, CA 94590
[email protected]

5. Accounting Records of Consultant. Consultant shall maintain for three (3) years after completion of all services hereunder, all records under this Agreement, including, but not limited to, records of Consultant’s direct salary costs for all Services and Additional Services performed under this Agreement and records of Consultant’s Reimbursable Expenses, in accordance with generally accepted accounting practices. Consultant shall keep such records available for audit, inspection and copying by representatives of the City’s Finance Department or other government agencies during regular business hours upon twenty-four (24) hours’ notice.

The obligations of Consultant under this section shall survive this Agreement.

6. Taxes. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

7. Taxpayer Identification Number. Consultant shall provide City with Consultant’s complete Request for Taxpayer Identification Number and Certification, Form W-9, as issued by the Internal Revenue Service, and any other State or local tax identification number requested by City.

Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 3 Exhibit C – Insurance Requirements

EXHIBIT C

INSURANCE REQUIREMENTS

Consultant shall procure and maintain for the duration of this Agreement, including any extensions thereto, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of services hereunder by the Consultant, their agents, representatives, or employees or subcontractors.

1. Minimum Scope of Insurance. Coverage shall be at least as broad as:

A. Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).

B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 any auto and endorsement CA 0025.

C. Workers’ Compensation insurance as required by the State of California and Employer’s Liability Insurance.

D. Professional Liability insurance appropriate to the Consultant’s profession (Errors and Omission).

2. Minimum Limits of Insurance. Consultant shall maintain limits no less than:

A. General Liability: $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.

B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage.

C. Workers’ Compensation and Employer’s Liability: $1,000,000 per accident for bodily injury or disease. If Consultant is not subject to California Workers’ Compensation requirements, Consultant shall file a completed certificate of exemption form which may be obtained from the City prior to commencing any activity authorized hereunder.

D. Professional Liability (Errors and Omission): $1,000,000 combined single limit per occurrence, and annual aggregate.

3. Deductible and Self-Insured Retention. Any deductibles or self-insured

Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 3 Exhibit C – Insurance Requirements
retention must be declared to and approved by the City. At the option of the City, either:
the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City of Vallejo, its officers, officials, employees and volunteers; or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4. Other Insurance Provisions. The general liability and automobile liability policies, as can be provided, are to contain, or be endorsed to contain, the following provisions:

A. The City of Vallejo, its officers, officials, employees, agents and volunteers are to be covered as additional insureds as respects; liability, including defense costs, arising out of activities performed by or on behalf of the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City of Vallejo, its officers, officials, employees, agents or volunteers. The insurance is to be issued by companies licensed to do business in the State of California.

B. For any claims related to this project, the Consultant’s insurance coverage shall be primary insurance as respects the City of Vallejo, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City of Vallejo, its officers, officials, employees, agents, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

C. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents, or volunteers.

D. The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.

E. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice by certified mail, return receipt requested, has been given to the City.

F. The workers’ compensation and employer’s liability policy required hereunder shall be endorsed to state that the workers’ compensation carrier waives its right of subrogation against City, its officers, officials, employees, agents and volunteers, which might arise by reason of payment under such policy in connection with Consultant’s performance under this Agreement.

5. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII.

Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 3 Exhibit C – Insurance Requirements

6. Verification of Coverage. Consultant shall furnish the City with certificates of insurance and original endorsements effecting general and automobile liability insurance coverage required by this clause. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.

7. Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor.

All coverages for subcontractors shall be subject to all of the requirements stated herein.

8. Payment Withhold. City will withhold payments to Consultant if the certificates of insurance and endorsements required in Paragraph F, above, are canceled or Consultant otherwise ceases to be insured as required herein.

ACTION ITEM 9.B.

DATE: September 22, 2026
TO: Mayor and Members of the City Council
FROM: Kristin Pollot, AICP, Planning & Development Services Director SUBJECT: ADOPT A RESOLUTION ESTABLISHING A LIMITED, APPROXIMATELY ONE-YEAR

BUILDING PERMIT FEE REDUCTION PROGRAM FOR LOW-INCOME HOMEOWNERS

RECOMMENDATION
Adopt a resolution establishing a limited, approximately one-year fee reduction program, to offer fee reductions for certain minor residential building permit types that are commonly required for single-family home improvements/repairs.

REASONS FOR RECOMMENDATION
A limited-term Building Permit fee reduction program targeted at low-income residential homeowners, would help to address fee-equity concerns previously raised by the City Council, and would ensure the City is providing support for low-income households and not discouraging code compliance with fees that are too high. The proposed fee reduction program would be cost-neutral against the adopted FY 2026-27 Planning and Development Services budget. As proposed, the program would be authorized on a first-come, first- served basis, and would include a cap of $100,000.

BACKGROUND AND DISCUSSION
On July 14, 2026, the City Council adopted a new Master Fee Schedule for the Building & Planning Divisions which included new fees that anticipate an increase in the average cost recovery rates for the Building Division, specifically, from 59% to 73% cost recovery. While none of the newly adopted fees are expected to cover the full cost of staff time required to process individual permits, the new fee schedule has established a new baseline that is expected to exceed the original budget revenue projections for the department by approximately $100k.

During the adoption process for the new Master Fee Schedule, concerns were raised by the City Council about the potential impact of higher fees on low-income homeowners. Specifically, there was a concern raised that the newly increased fees may deter property owners from pulling permits for certain small scale home improvements/repairs, resulting in a potential lower participation overall, in the permitting process.

In light of the anticipated increased revenue projections, paired with the previous concerns raised about new higher fees acting as a deterrent for low-income homeowner participation in the permitting process, staff is now proposing to utilize the anticipated surplus department revenue to a establish a limited term Building Permit Fee Reduction Program as a pilot program to help low-income homeowners.

Proposed Low-Income Permit Fee Reduction Program

Attached to this report is a draft Building Permit Fee Reduction Program that has been designed as a limited- term fee reduction program to assist lower-income, single-family residential homeowners with offsetting the new increased permitting costs for minor repairs to their homes. As proposed, the program would offer a potential 50% fee reduction for the following fee types:

Date: September 22, 2026
Subject: ADOPT A RESOLUTION ESTABLISHING A LIMITED, APPROXIMATELY ONE-YEAR

BUILDING PERMIT FEE REDUCTION PROGRAM FOR LOW-INCOME

HOMEOWNERS

• Residential re-roof permits
• Residential window or door replacements
• Lighting, receptacle, switch additions or replacements • Restoration of electrical or natural gas services
• Dishwasher, sinks, and other leak repairs
• Water heater replacements
• Furnace, wall heaters and/or AC condenser repairs/replacements

The proposed program would allow one fee reduction per permit type, per property, during the program period.

The program would be available on a first-come, first-served basis for qualifying low-income homeowners, and would include an overall cap on the total amount of fee reductions provided, to be set at $100,000. In order to be eligible for the program, applicants must be the owner of the single-family home for which the permit is being obtained, and they must be enrolled in the PG&E CARE program. Verification of PG&E CARE enrollment provides a simple vetting process for staff to verify an applicant’s need for the program assistance.

If approved, staff will track data during the program and report back to City Council certain metrics related to the total number of reduced permits issued, as well as total permits requested compared to previous years, in order to assess the program's impacts and whether it should be continued beyond the initial period.

FISCAL IMPACT
The program would not require any direct funding for administration, and it would have no anticipated direct fiscal impact at this time. The identified $100,000 cap in total fee reductions allowed during the program period will align with the anticipated increased revenue projections for the department, resulting from the newly adopted Master Fee Schedule. It should be noted that none of the newly adopted fees provide full cost recovery of staff time, so the $100,000 to fund the program would remain as a previously approved General Fund subsidy for the department.

If actual revenues fall short of the projected amounts during the program period, staff will reassess the program as part of the FY 2026-2027 Midyear Budget process and determine whether additional funding or adjustments to the program are necessary.

ENVIRONMENTAL REVIEW
Establishing a permit fee reduction program is not considered a “project” under the California Environmental Quality Act (CEQA) and is therefore exempt from review pursuant to CEQA Guidelines section 15378(b)(4).

ATTACHMENTS

1. Resolution Establishing Building Permit Fee Reduction Program_CAO Stamp

2. Resolution Exhibit A

CONTACT
Kristin Pollot, Planning & Development Services Director [email protected]

1 RESOLUTION NO. 26-_____ N.C.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VALLEJO

ESTABLISHING A LIMITED, APPROXIMATELY ONE-YEAR BUILDING PERMIT FEE

REDUCTION PROGRAM FOR LOW-INCOME HOMEOWNERS

WHEREAS, the City of Vallejo (“City”) is authorized to prescribe fees for building permits pursuant to California Health and Safety Code Section 17951 and other applicable law.

Building permit fees may not exceed the amount reasonably required to administer or process the applicable permits or to defray the costs of enforcement, and may not be levied for general revenue purposes; and

WHEREAS, the City periodically amends and updates its Master Fee Schedule to account for the various cost increases relating to municipal programs, services and activities; and

WHEREAS, on July 14, 2026, the City Council adopted a new Master Fee Schedule for the Building & Planning Divisions which included new fees that anticipate an increase in the average cost recovery rates for the Building Division, specifically, from 59% to 73% cost recovery; and

WHEREAS, while none of the newly adopted fees are expected to cover the full cost of staff time required to process individual permits, the new fee schedule has established a new baseline that is expected to exceed the original budget revenue projections for the department by approximately $100,000; and

WHEREAS, the City has an interest in ensuring that building permit fees do not create an undue financial barrier to lower-income homeowners seeking to obtain permits and comply with applicable building codes; and

WHEREAS, the City desires to establish a fee reduction program for eligible low-income homeowners to promote equitable access to the City’s building permit process, reduce financial barriers to obtaining permits, and encourage compliance with applicable building codes; and

WHEREAS, the establishment of a permit fee reduction program is not considered a “project” under the California Environmental Quality Act (CEQA) and is therefore exempt from review pursuant to CEQA Guidelines section 15378(b)(4).

NOW, THEREFORE, BE IT RESOLVED that the Vallejo City Council does hereby establish the Building Permit Fee Reduction Program as a limited-term program, as set forth in Exhibit A, effective through June 30, 2027. In no event shall the aggregate amount of fee reductions provided under the Program exceed $100,000.

2 Adopted by the City Council of the City of Vallejo at a regular meeting held on September 22, 2026, with the following vote:

AYES:

NOES:

ABSENT:

____________________________________

ANDREA SORCE, MAYOR

ATTEST: _____________________________________
DAWN G. ABRAHAMSON, CITY CLERK

City Manager’s Office ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590

Vallejo Building Fee Reduction Program
The Vallejo Building Fee Reduction Program is designed to support income-qualifying single-family homeowners by reducing the financial burden of essential home repairs and improvements. This initiative offers a 50% reduction of select building permit fees for homeowners who demonstrate eligibility, as detailed below. Program eligibility will be based on a first-come, first-served basis, with a total cap on fee reductions set at $100,000 per fiscal year.

Eligibility
• Applicant must be the owner of the single-family residential home within Vallejo city limits. • Income qualification is determined by current enrollment in the PG&E CARE program. Applicants must provide proof of CARE enrollment at the time of permit application. • Only one 50% fee reduction per property, per year, may be applied to any of the eligible residential permit fee types listed below.

Eligible Permit Fee Types
The following residential permit fees are eligible for a 50% reduction under this program:

1. Residential re-roof permit

2. Residential re-roof permit with existing solar panel removal & reinstallation

3. Residential window or door replacement (per window or door)

4. Lighting, receptacle, switch additions or replacements

5. Restoration of service

6. Dishwasher, sinks, toilet, faucets, leak repair, etc.

7. Water heater replacement

8. Furnace and/or AC condenser

9. Wall furnace or wall heater

Application Process

1. Submit permit application for eligible work through the City of Vallejo’s Building Division.

2. Provide proof of ownership for the property subject to the application.

3. Provide proof of PG&E CARE enrollment (current utility bill or CARE approval letter).

4. City staff will verify eligibility and apply the 50% fee reduction to qualifying permits.

5. Permits and inspections proceed as usual; all other requirements and standards remain unchanged.

Contact
For questions or assistance, contact the Vallejo Building Division at [email protected], or (707) 648- 4522.

Exhibit A

ACTION ITEM 9.C.

DATE: September 22, 2026
TO: Mayor and Members of the City Council
FROM: Jason Ta, Chief of Police
SUBJECT: PROVIDE NOTICE OF INTENT TO AMEND THE FY/26/27 BUDGET TO APPROPRIATE UP TO $464,000 OF MEASURE P FUNDS TO FUND TECHNOLOGY AND SOFTWARE EXPENSES FOR AXON ENTERPRISE, INC. FOR FISCAL YEAR 2026/2027 FOR USE BY THE VALLEJO POLICE DEPARTMENT (STEP 1 OF 2)

RECOMMENDATION
Provide Notice of Intent to Amend the FY 2026/2027 Budget to appropriate up to $464,000 of Measure P funds to fund Axon Enterprise, Inc. for Fiscal Year 2026-27.

REASONS FOR RECOMMENDATION
Staff requests the City Council provide Notice of Intent to Amend the FY 2026/2027 Budget to appropriate $464,000 of Measure P funds for the continuation of Axon Enterprise Inc. Agreement. This will continue to enhance community safety, improve emergency response and police investigations, as well as maintain crime prevention benefits. This funding will be for Fiscal Year 2026/2027 for the Axon Enterprise Inc.

BACKGROUND AND DISCUSSION
On December 2, 2024, this agreement and proposed technology was presented to the City’s Surveillance Advisory Board (SAB). SAB recommended the City Council support this agreement and proposed technology.

On December 17, 2024 the City Council accepted SAB's recommendation and approved the contract with Axon Enterprise Inc.

This contract with Axon for the Officer Safety Plan 10+, which bundles all Axon products and features into one contract for easy budget management, cost savings, and includes all maintenance and upgrades as new products are released. This ensures the City has state-of-the-art technology on a consistent basis. This contract offers the following features:
• Unlimited Storage: Information Technology and Police department staff recommend the department purchase unlimited storage. Unlimited storage ensures that the department has adequate space to store all digital files including camera footage, photos, video and audio files for all cases.

• Evidence.com software licenses: Evidence.com provides a comprehensive data management solution that provides effective and efficient collection, transfer, retrieval, sharing, and management of digital evidence files. Evidence.com is a cloud-based software, which means no physical servers or hardware are located at the department and provides a higher level of security and stability than local storage.

• Axon Body 4: The department has fully upgrade its entire inventory to the advanced Axon Body 4 platform, field-deploying a total of 115 cameras under the current contract lifecycle. Beyond standard

Date: September 22, 2026
Subject: PROVIDE NOTICE OF INTENT TO AMEND THE FY/26/27 BUDGET TO APPROPRIATE UP TO $464,000 OF MEASURE P FUNDS TO FUND TECHNOLOGY AND SOFTWARE EXPENSES FOR AXON ENTERPRISE, INC. FOR FISCAL YEAR 2026/2027 FOR USE BY THE VALLEJO POLICE DEPARTMENT (STEP 1 OF 2)

technical enhancements, the implementation of the Body 4 system is deeply rooted in the department's court-mandated police reform obligations under the California Department of Justice (Cal DOJ) Settlement Agreement. By capturing expanded fields of view and delivering crystal-clear audio-visual feeds, this advanced recording network establishes the uncompromised transparency and absolute data integrity required for modern administrative audits, independent Police Oversight and Accountability Committee (POAC) reviews, and internal and independent investigations. Ensuring our frontline personnel are uniformly equipped with this hardware directly secures our progress toward maintaining compliance with state-mandated constitutional policing standards.

• Taser 10: The latest Taser 10 platform seamlessly integrates with Evidence.com to automatically download mandatory firmware updates and facilitate streamlined inventory tracking. This advanced technology features improved dart propulsion and a multi-shot capability, which significantly enhances deployment accuracy, distance, and situational effectiveness. Crucially, the implementation of the Taser 10 program is deeply rooted in the department's modernized de-escalation reform commitments.

By providing frontline officers with a highly reliable, expanded less-lethal tactical option, this technology allows personnel to safely resolve high-risk, volatile encounters from a greater distance. This critical tool serves to minimize the necessity of lethal force, directly fulfilling our progressive use-of-force accountability benchmarks under the California Department of Justice (Cal DOJ) Settlement Agreement.

• Fleet 3 In-Car Cameras: This contract successfully renews four existing units and adds 15 new Fleet 3 kits, bringing the department's active deployment to a total of 55 in-car dash camera systems. Beyond capturing high-definition road and interior cabin data, the expansion of the Fleet 3 ecosystem is deeply rooted in the department's mandated police reform obligations under the California Department of Justice (Cal DOJ) Settlement Agreement. By seamlessly integrating front-facing and occupant-view recordings with automated dispatch triggers, this network provides the uncompromised transparency and auditable data integrity required for modern constitutional policing. Ensuring our active patrol fleet is comprehensively outfitted with this hardware directly strengthens our internal review mechanisms and solidifies our institutional commitments to community accountability.

• Axon Air: Software management for the agency's drone program. Allows agency to easily retain flight logs, audit trails, maintenance logs, and upload evidence securely to Axon servers.

• Respond Plus: Enhances real-time coordination during critical incidents with location-based insights and communication tools.

• Auto-Tagging: Utilizes agency CAD data to automatically label BWC video for proper evidence retention.

Date: September 22, 2026
Subject: PROVIDE NOTICE OF INTENT TO AMEND THE FY/26/27 BUDGET TO APPROPRIATE UP TO $464,000 OF MEASURE P FUNDS TO FUND TECHNOLOGY AND SOFTWARE EXPENSES FOR AXON ENTERPRISE, INC. FOR FISCAL YEAR 2026/2027 FOR USE BY THE VALLEJO POLICE DEPARTMENT (STEP 1 OF 2)

• Redaction Assistant: Automates video redaction, protecting privacy while maintaining transparency.

• Community Request: Enables direct community engagement, allowing the public to submit evidence securely.

• Axon Performance: Streamlines agency video reviews, measures policy compliance, assists officers with labeling videos.

• Complimentary Services: Virtual reality Taser 10 setup and 2-day training for up to 10 students. Free Axon Interview Program for (4) total rooms - this technology could replace the department’s existing interview room recording technology if deemed higher in quality. These items have been included by Axon at no cost to show Axon’s commitment to the department’s success and appreciation for our partnership for almost 10
years.

On May 11, 2026, at the direction of city leadership, VPD presented the Axon program to the Measure P Oversight Committee (MPOC) requesting funding for Fiscal Year 2026/2027, year three of five. The MPOC did not recommend funding the program stating that the contract should instead be funded by the general fund. The Police Department respectfully requests that the City Council adopt a resolution authorizing an allocation of $464,000 from Measure P funds for the Axon Enterprise, Inc. contract for Fiscal Year 2026/2027, thereby overriding the funding recommendation of the Measure P Oversight Committee (MPOC).

While the MPOC recommended that these contract obligations be absorbed by the General Fund, a rigorous evaluation of current fiscal constraints confirms that absorbing this $464,000 baseline expense would inflict severe deficits across other critical municipal services, fundamentally threatening the City's overall operational stability. Crucially, the Axon digital recording networks are deeply rooted in the department's mandated police reform obligations, providing the essential transparency and auditable data integrity required under the California Department of Justice (Cal DOJ) Settlement Agreement. Furthermore, the integrated Taser 10 program is directly intertwined with the department's modern de-escalation reform commitments, providing officers with advanced less-lethal tactical options to resolve high-risk encounters safely while minimizing the necessity of lethal force. Because these transparency and accountability systems align with the core intent and voter-approved spending guidelines of Measure P revenues, utilizing this funding successfully safeguards vital community-based policing technology without further straining the City's heavily impacted General Fund.

FISCAL IMPACT

Date: September 22, 2026
Subject: PROVIDE NOTICE OF INTENT TO AMEND THE FY/26/27 BUDGET TO APPROPRIATE UP TO $464,000 OF MEASURE P FUNDS TO FUND TECHNOLOGY AND SOFTWARE EXPENSES FOR AXON ENTERPRISE, INC. FOR FISCAL YEAR 2026/2027 FOR USE BY THE VALLEJO POLICE DEPARTMENT (STEP 1 OF 2)

Axon's current annual cost is $464,000. If approved, $464,000 will be paid out of Measure P for FY26/27.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (“CEQA”) because it is not a project that has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. 25PD096 AXON ENTERPRISE INC Master Services and Purchasing Agreement

CONTACT
Jason Ta, Chief of Police
[email protected]

Jan 13, 2025 11:39 AM, 1304870266
Contract and Routing Form
Date Originated:

Finance Department ∙ 555 Santa Clara Street ∙ Vallejo ∙ CA ∙ 94590 ∙ 707.648.4592 Department: Police Department,
Staff Contact: Ayat Biltagi , [email protected] Contract Type: Master Consultant and Professional Services Agreement Vendor: AXON ENTERPRISE, INC. Vendor Number:100352
Contract Not to Exceed Amount: 2293030.00
Contract Start Date: Dec 02, 2024 End Date: Dec 31, 2029 Option to Extend: yes
Authority to Contract: City Council Date to Council: Dec 17, 2024 Attachments are uploaded for review here: https://bit.ly/vContracts Approved Pre-Requisition Form
Insurance
25PD096

Contract and Routing Form
Signature Page
Department Initial Date Comment
Originating Department/Division
Risk Manager
City Attorney's Office
Department Head
Finance Department
City Manager
City Clerk
Return executed contract to: Jason Ackley

Master Services and Purchasing Agreement
Version: 21
Release Date: April 1, 2024 Page 1 of 38
This Master Services and Purchasing Agreement (" Agreement") is between Axon Enterprise, Inc. (" Axon"), and the Customer listed below or, if no Customer is listed below, the customer on the Quote attached hereto (" Customer"). This Agreement is effective as of the later of the (a) last signature date on this Agreement or (b) date of acceptance of the Quote ("Effective Date"). Axon and Customer are each a " Party" and collectively " Parties". This Agreement governs Customer’s purchase and use of the Axon Devices and Services detailed in the Quote Appendix ("Quote"). It is the intent of the Parties that this Agreement will govern all subsequent purchases by Customer for the same Axon Devices and Services in the Quote, and all such subsequent quotes accepted by Customer shall be also incorporated into this Agreement by reference as a Quote. The Parties agree as follows:

1. Definitions.

1.1. " Axon Cloud Services " means Axon’s web services, including, but not limited to, Axon Evidence, Axon Records, Axon Dispatch, FUSUS services, and interactions between Axon Evidence and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com.

1.2. " Axon Device" means all hardware provided by Axon under this Agreement. Axon-manufactured Devices are a subset of Axon Devices.

1.3. " Quote" means an offer to sell and is only valid for devices and services on the offer at the specified prices.

Any inconsistent or supplemental terms within Customer’s purchase order in response to a Quote will be void.

Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only. Axon is not responsible for typographical errors in any Quote by Axon, and Axon reserves the right to cancel any orders resulting from such errors.

1.4. " Services" means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services.

2. Term. This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated ("Term").

2.1. All subscriptions including Axon Evidence, Axon Fleet, Officer Safety Plans, Technology Assurance Plans, and TASER 7 or TASER 10 plans begin on the date stated in the Quote. Each subscription term ends upon completion of the subscription stated in the Quote ("Subscription Term").

2.2. Upon completion of the Subscription Term, the Subscription Term will automatically renew for an additional 5 years ("Renewal Term"). For purchase of TASER 7 or TASER 10 as a standalone, Axon may increase pricing to its then-current list pricing for any Renewal Term. For all other purchases, Axon may increase pricing on all line items in the Quote by up to 3% at the beginning of each year of the Renewal Term. New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first.

3. Payment. Axon invoices for Axon Devices upon shipment, or on the date specified within the invoicing plan in the Quote. Payment is due net 30 days from the invoice date. Axon invoices for Axon Cloud Services on an upfront yearly basis prior to the beginning of the Subscription Term and upon the anniversary of the Subscription Term Payment obligations are non-cancelable. Unless otherwise prohibited by law, Customer will pay interest on all past-due sums at the lower of one-and-a-half percent (1.5%) per month or the highest rate allowed by law. Customer will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Customer is responsible for collection and attorneys’ fees.

4. Taxes. Customer is responsible for sales and other taxes associated with the order unless Customer provides Axon a valid tax exemption certificate.

5. Shipping. Axon may make partial shipments and ship Axon Devices from multiple locations. All shipments are EXW (Incoterms 2020) via common carrier. Title and risk of loss pass to Customer upon Axon’s delivery to the common carrier. Customer is responsible for any shipping charges in the Quote.

6. Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law.

7. Warranty.

7.1. Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for one (1) year from the date of Customer’s receipt, except Signal Sidearm and Axon-manufactured accessories, which Axon warrants for thirty (30) months and ninety (90) days, respectively, from the date of Customer’s receipt. Used conducted energy weapon (" CEW") cartridges are deemed to have operated properly. Extended warranties run from the expiration of the one- (1-) year hardware warranty through the extended warranty term purchased.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

Master Services and Purchasing Agreement
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7.2. Disclaimer. All software and Axon Cloud Services are provided "AS IS," without any warranty of any kind, either express or implied, including without limitation the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Axon Devices and Services that are not manufactured, published or performed by Axon ("Third-Party Products") are not covered by Axon’s warranty and are only subject to the warranties of the third-party provider or manufacturer.

7.3. Claims. If Axon receives a valid warranty claim for an Axon-manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Axon-manufactured Device with the same or like Axon- manufactured Device, at Axon’s option. A replacement Axon-manufactured Device will be new or like new.

Axon will warrant the replacement Axon-manufactured Device for the longer of (a) the remaining warranty of the original Axon-manufactured Device or (b) ninety (90) days from the date of repair or replacement.

7.3.1. If Customer exchanges an Axon Device or part, the replacement item becomes Customer’s property, and the replaced item becomes Axon’s property. Before delivering an Axon-manufactured Device for service, Customer must upload Axon-manufactured Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Axon-manufactured Device sent to Axon for service.

7.4. Spare Axon Devices. At Axon's reasonable discretion, Axon may provide Customer a predetermined number of spare Axon Devices as detailed in the Quote ("Spare Axon Devices"). Spare Axon Devices are intended to replace broken or non-functioning units while Customer submits the broken or non-functioning units, through Axon’s warranty return process. Axon will repair or replace the unit with a replacement Axon Device. Title and risk of loss for all Spare Axon Devices shall pass to Customer in accordance with shipping terms under Section

5. Axon assumes no liability or obligation in the event Customer does not utilize Spare Axon Devices for the intended purpose.

7.5. Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Axon Device use instructions; (b) Axon Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Axon Device; (d) force majeure; (e) Axon Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Axon Devices with a defaced or removed serial number.

Axon’s warranty will be void if Customer resells Axon Devices.

7.5.1. To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Customer confirms and agrees that, in deciding whether to sign this Agreement, it has not relied on any statement or representation by Axon or anyone acting on behalf of Axon related to the subject matter of this Agreement that is not in this Agreement.

7.5.2. Except for claims related to bodily injury, death or real or personal property or product liability, Axon’s cumulative liability to any party for any loss or damage resulting from any claim, demand, or action arising out of or relating to this Agreement will not exceed the purchase price paid to Axon for the Axon Device, or if for Services, the amount paid for such Services over the twelve (12) months preceding the claim. Neither Party will be liable for special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory.

7.6. Online Support Platforms . Use of Axon's online support platforms (e.g., Axon Academy and MyAxon) is governed by the Axon Online Support Platforms Terms of Use Appendix available at www.axon.com/sales- terms-and-conditions.

7.7. Third-Party Software and Services . Use of software or services other than those provided by Axon is governed by the terms, if any, entered into between Customer and the respective third-party provider, including, without limitation, the terms applicable to such software or services located at www.axon.com/sales-terms- and-conditions, if any.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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7.8. Axon Aid. Upon mutual agreement between Axon and Customer, Axon may provide certain products and services to Customer, as a charitable donation under the Axon Aid program. In such event, Customer expressly waives and releases any and all claims, now known or hereafter known, against Axon and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns (collectively, " Releasees"), including but not limited to, on account of injury, death, property damage, or loss of data, arising out of or attributable to the Axon Aid program whether arising out of the negligence of any Releasees or otherwise. Customer agrees not to make or bring any such claim against any Releasee, and forever release and discharge all Releasees from liability under such claims. Customer expressly allows Axon to publicly announce its participation in Axon Aid and use its name in marketing materials. Axon may terminate the Axon Aid program without cause immediately upon notice to the Customer.

8. Statement of Work. Certain Axon Devices and Services, including Axon Interview Room, Axon Channel Services, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables ("SOW"). In the event Axon provides an SOW to Customer, Axon is only responsible for the performance of Services described in the SOW.

Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference.

9. Axon Device Warnings. See www.axon.com/legal for the most current Axon Device warnings.

10. Design Changes. Axon may make design changes to any Axon Device or Service without notifying Customer or making the same change to Axon Devices and Services previously purchased by Customer.

11. Bundled Offerings. Some offerings in bundled offerings may not be generally available at the time of Customer’s purchase. Axon will not provide a refund, credit, or additional discount beyond what is in the Quote due to a delay of availability or Customer’s election not to utilize any portion of an Axon bundle.

12. Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance.

13. IP Rights. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Customer will not cause any Axon proprietary rights to be violated.

14. IP Indemnification. Axon will indemnify Customer against all claims, losses, and reasonable expenses from any third-party claim alleging that the use of Axon-manufactured Devices or Services infringes or misappropriates the third-party’s intellectual property rights. Customer must promptly provide Axon with written notice of such claim, tender to Axon the defense or settlement of such claim at Axon’s expense and cooperate fully with Axon in the defense or settlement of such claim. Axon’s IP indemnification obligations do not apply to claims based on (a) modification of Axon-manufactured Devices or Services by Customer or a third-party not approved by Axon; (b) use of Axon- manufactured Devices and Services in combination with hardware or services not approved by Axon; (c) use of Axon Devices and Services other than as permitted in this Agreement; or (d) use of Axon software that is not the most current release provided by Axon.

15. Customer Responsibilities . Customer is responsible for (a) Customer’s use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Customer or a Customer end user; (c) disputes between Customer and a third-party over Customer’s use of Axon Devices; (d) ensuring Axon Devices are destroyed and disposed of securely and sustainably at Customer’s cost; and (e) any regulatory violations or fines, as a result of improper destruction or disposal of Axon Devices.

16. Termination.

16.1. For Breach. A Party may terminate this Agreement for cause if it provides thirty (30) days written notice of the breach to the other Party, and the breach remains uncured at the end of thirty (30) days. If Customer terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination.

16.2. By Customer. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Customer may terminate this Agreement. Customer will deliver notice of termination under this section as soon as reasonably practicable.

16.3. Effect of Termination. Upon termination of this Agreement, Customer rights immediately terminate. Customer remains responsible for all fees incurred before the effective date of termination. If Customer purchases Axon Devices for less than the manufacturer’s suggested retail price ("MSRP") and this Agreement terminates before the end of the Term, Axon will invoice Customer the difference between the MSRP for Axon Devices received, including any Spare Axon Devices, and amounts paid towards those Axon Devices.Only if terminating for non- Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

Master Services and Purchasing Agreement
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Release Date: April 1, 2024 Page 4 of 38
appropriation, Customer may return Axon Devices to Axon within thirty (30) days of termination. MSRP is the standalone price of the individual Axon Device at the time of sale. For bundled Axon Devices, MSRP is the standalone price of all individual components.

17. Confidentiality. "Confidential Information" means nonpublic information designated as confidential or, given the nature of the information or circumstances surrounding disclosure, should reasonably be understood to be confidential. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for five (5) years thereafter. To the extent permissible by law, Axon pricing is Confidential Information and competition sensitive. If Customer receives a public records request to disclose Axon Confidential Information, Customer will provide Axon 10 days to seek an order from an appropriate court to prevent such disclosure. If Axon fails to provide a file stamped copy of a complaint or request for temporary restraining order within said 10-days, Customer may disclose the requested information.

18. General.

18.1. Force Majeure. Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control.

18.2. Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, Customer, fiduciary, or employment relationship between the Parties.

18.3. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

18.4. Non-Discrimination. Neither Party nor its employees will discriminate against any person based on race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law.

18.5. Compliance with Laws . Each Party will comply with all applicable federal, state, and local laws, including without limitation, import and export control laws and regulations as well as firearm regulations and the Gun Control Act of 1968.

18.6. Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.

This Agreement is binding upon the Parties respective successors and assigns.

18.7. Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.

18.8. Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.

18.9. Survival. The following sections will survive termination: Payment, Warranty, Axon Device Warnings, Indemnification, IP Rights, Customer Responsibilities and any other Sections detailed in the survival sections of the Appendices.

18.10. Governing Law. The laws of the country, state, province, or municipality where Customer is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

18.11. Notices. All notices must be in English. Notices posted on Customer’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Notices to Customer shall be provided to the address on file with Axon. Notices to Axon shall be provided to Axon Enterprise, Inc. Attn: Legal, 17800 North 85th Street, Scottsdale, Arizona 85255 with a copy to [email protected].

18.12 Entire Agreement. This Agreement, the Appendices, Quote and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties.

Each Party, by and through its respective representative authorized to execute this Agreement, has duly executed and delivered this Agreement as of the date of signature.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

Master Services and Purchasing Agreement
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Release Date: April 1, 2024 Page 5 of 38
AXON: CUSTOMER:

Axon Enterprise, Inc.

Signature: Signature:

Name: Name:

Title: Title:

Date: Date:

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B 12/20/2024
City Manager
Andrew Murray
Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Deputy General Counsel
12/23/2024 | 2:03 PM MST
Robert Driscoll
Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

Master Services and Purchasing Agreement for Customer
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Release Date: April 1, 2024 Page 6 of 38
Axon Cloud Services Terms of Use Appendix

1. Definitions.
a. "Customer Content " is data uploaded into, ingested by, or created in Axon Cloud Services within Customer’s tenant, including media or multimedia uploaded into Axon Cloud Services by Customer.

Customer Content includes Evidence but excludes Non-Content Data. b. "Evidence" is media or multimedia uploaded into Axon Evidence as 'evidence' by Customer. Evidence is a subset of Customer Content.
c. "Non-Content Data" is data, configuration, and usage information about Customer’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Customer Content. d. "Personal Data" means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. e. "Provided Data" means de-identified, de-personalized, data derived from Customer's TASER energy weapon deployment reports, related TASER energy weapon logs, body-worn camera footage, and incident reports.
f. " Transformed Data " means the Provided Data used for the purpose of quantitative evaluation of the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances.

2. Access. Upon Axon granting Customer a subscription to Axon Cloud Services, Customer may access and use Axon Cloud Services to store and manage Customer Content. Customer may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Customer may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data ("TASER Data"). Customer may not upload non-TASER Data to Axon Evidence Lite.

3. Customer Owns Customer Content . Customer controls and owns all right, title, and interest in Customer Content. Except as outlined herein, Axon obtains no interest in Customer Content, and Customer Content is not Axon’s business records. Customer is solely responsible for uploading, sharing, managing, and deleting Customer Content. Axon will only have access to Customer Content for the limited purposes set forth herein.

Customer agrees to allow Axon access to Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of the Axon products.

4. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Customer Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum for its digital evidence or records management systems.

5. Customer Responsibilities . Customer is responsible for (a) ensuring Customer owns Customer Content; (b) ensuring no Customer Content or Customer end user’s use of Customer Content or Axon Cloud Services violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user’s access to Axon Cloud Services. a. Customer will also maintain the security of end usernames and passwords and security and access by end users to Customer Content. Customer is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Customer regulation and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact Axon immediately if an unauthorized party may be using Customer’s account or Customer Content, or if account information is lost or stolen.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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6. Privacy. Customer’s use of Axon Cloud Services is subject to the Axon Cloud Services Privacy Policy, a current version of which is available at https://www.axon.com/legal/cloud-services-privacy-policy. Customer agrees to allow Axon access to Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products and related services; and (c) enforce this Agreement or policies governing the use of Axon products.

7. Axon Body Wi-Fi Positioning . Axon Body cameras may offer a feature to enhance location services where GPS/GNSS signals may not be available, for instance, within buildings or underground. Customer administrators can manage their choice to use this service within the administrative features of Axon Cloud Services. If Customer chooses to use this service, Axon must also enable the usage of the feature for Customer’s Axon Cloud Services tenant. Customer will not see this option with Axon Cloud Services unless Axon has enabled Wi-Fi Positioning for Customer’s Axon Cloud Services tenant. When Wi-Fi Positioning is enabled by both Axon and Customer,

8. Storage. For Axon Unlimited Device Storage subscriptions, Customer may store unlimited data in Customer's Axon Evidence account only if data originates from Axon Capture or the applicable Axon Device.

Axon may charge Customer additional fees for exceeding purchased storage amounts. Axon may place Customer Content that Customer has not viewed or accessed for six (6) months into archival storage. Customer Content in archival storage will not have immediate availability and may take up to twenty-four (24) hours to access.

9. Third-Party Unlimited Storage. For Third-Party Unlimited Storage the following restrictions apply: (i) it may only be used in conjunction with a valid Axon Evidence user license; (ii) is limited to data of the law enforcement Customer that purchased the Third-Party Unlimited Storage and the Axon Evidence end user or Customer is prohibited from storing data for other law enforcement agencies; and (iii) Customer may only upload and store data that is directly related to (1) the investigation of, or the prosecution of a crime, (2) common law enforcement activities, or (3) any Customer Content created by Axon Devices or Axon Evidence.

10. Location of Storage. Axon may transfer Customer Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Customer Content. If Customer is located in the United States, Canada, or Australia, Axon will ensure all Customer Content stored in Axon Cloud Services remains in the country where Customer is located. Ownership of Customer Content remains with Customer.

11. Suspension. Axon may temporarily suspend Customer’s or any end user’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Customer or end user’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third-party; (b) adversely impact Axon Cloud Services, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third- party to liability; or (d) be fraudulent. Customer remains responsible for all fees incurred through suspension.

Axon will not delete Customer Content because of suspension, except as specified in this Agreement.

12. Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Customer uploads data to Axon Cloud Services.

13. TASER Data Science Program . Axon will provide a quantitative evaluation on the performance and effectiveness of TASER energy weapons in the field across a variety of circumstances.

14. If Customer purchases the TASER Data Science Program, Customer grants Axon, its affiliates, and assignees an irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Provided Data solely for the purposes of this Agreement and to create Transformed Data. Customer shall own all rights and title to Provided Data. Axon shall own all rights and title to Transformed Data and any derivatives of Transformed Data.

15. Axon grants to Customer an irrevocable, perpetual, fully paid, royalty-free, license to use to TASER Data Science report provided to Customer for its own internal purposes. The Data Science report is provided “as is” and without any warranty of any kind.

16. In the event Customer seeks Axon’s deletion of Provided Data, it may submit a request to [email protected].

Where reasonably capable of doing so, Axon will implement the request but at a minimum will not continue to collect Provided Data from Customer.

17. Axon Records . Axon Records is the software-as-a-service product that is generally available at the time Customer purchases an OSP 7 or OSP 10 bundle. During Customer’s Axon Records Subscription Term, if any, Customer will be entitled to receive Axon’s Update and Upgrade releases on an if-and-when available basis.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

Master Services and Purchasing Agreement for Customer
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b. The Axon Records Subscription Term will end upon the completion of the Axon Records Subscription as documented in the Quote, or if purchased as part of an OSP 7 or OSP 10 bundle, upon completion of the OSP 7 or OSP 10 Term ("Axon Records Subscription") c. An " Update" is a generally available release of Axon Records that Axon makes available from time to time. An "Upgrade" includes (i) new versions of Axon Records that enhance features and functionality, as solely determined by Axon; and/or (ii) new versions of Axon Records that provide additional features or perform additional functions. Upgrades exclude new products that Axon introduces and markets as distinct products or applications.
d. New or additional Axon products and applications, as well as any Axon professional services needed to configure Axon Records, are not included. If Customer purchases Axon Records as part of a bundled offering, the Axon Record subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Records to Customer.
e. Users of Axon Records at the Customer may upload files to entities (incidents, reports, cases, etc) in Axon Records with no limit to the number of files and amount of storage. Notwithstanding the foregoing, Axon may limit usage should the Customer exceed an average rate of one-hundred (100) GB per user per year of uploaded files. Axon will not bill for overages.

18. Axon Cloud Services Restrictions . Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:
f. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; g. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; h. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;
i. use Axon Cloud Services as a service bureau, or as part of a Customer infrastructure as a service; j. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement;
k. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services;
l. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or m. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; material in violation of third-party privacy rights; or malicious code.

19. Axon Narrative. AI-Assisted Report Writing feature. Axon may impose usage restrictions if a single user generates more than one hundred (100) reports per month for two or more consecutive months.

20. After Termination. Axon will not delete Customer Content for ninety (90) days following termination. There will be no functionality of Axon Cloud Services during these ninety (90) days other than the ability to retrieve Customer Content. Customer will not incur additional fees if Customer downloads Customer Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Customer Content after these ninety (90) days and will thereafter, unless legally prohibited, delete all Customer Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Customer Content from Axon Cloud Services.

21. Post-Termination Assistance . Axon will provide Customer with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Customer Content, including requests for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system.

22. U.S. Government Rights. If Customer is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a "commercial item," "commercial computer software," "commercial computer software documentation," and "technical data", as defined in the Federal Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Customer is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue use of Axon Cloud Services.

23. Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Customer Owns Customer Content, Privacy, Storage, Axon Cloud Services Warranty, Customer Responsibilities and Axon Cloud Services Restrictions.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Axon Customer Experience Improvement Program Appendix

1. Axon Customer Experience Improvement Program (ACEIP) . The ACEIP is designed to accelerate Axon’s development of technology, such as building and supporting automated features, to ultimately increase safety within communities and drive efficiency in public safety. To this end, subject to the limitations on Axon as described below, Axon, where allowed by law, may make limited use of Customer Content from all of its customers to provide, develop, improve, and support current and future Axon products (collectively, "ACEIP Purposes"). However, at all times, Axon will comply with its obligations pursuant to the Axon Cloud Services Terms of Use Appendix to maintain a comprehensive data security program (including compliance with the CJIS Security Policy for Criminal Justice Information), privacy program, and data governance policy, including high industry standards of de-identifying Personal Data, to enforce its security and privacy obligations for the ACEIP. ACEIP has 2 tiers of participation, Tier 1 and Tier 2. By default, Customer will be a participant in ACEIP Tier 1. If Customer does not want to participate in ACEIP Tier 1, Customer can revoke its consent at any time. If Customer wants to participate in Tier 2, as detailed below, Customer can check the ACEIP Tier 2 box below. If Customer does not want to participate in ACEIP Tier 2, Customer should leave box unchecked. At any time, Customer may revoke its consent to ACEIP Tier 1, Tier 2, or both Tiers.

2. ACEIP Tier 1.

2.1. When Axon uses Customer Content for the ACEIP Purposes, Axon will extract from Customer Content and may store separately copies of certain segments or elements of the Customer Content (collectively, " ACEIP Content"). When extracting ACEIP Content, Axon will use commercially reasonable efforts to aggregate, transform or de-identify Customer Content so that the extracted ACEIP Content is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual ("Privacy Preserving Technique(s)"). For illustrative purposes, some examples are described in footnote 1 1.

For clarity, ACEIP Content will still be linked indirectly, with an attribution, to the Customer from which it was extracted. This attribution will be stored separately from the data itself, but is necessary for and will be solely used to enable Axon to identify and delete all ACEIP Content upon Customer request. Once de-identified, ACEIP Content may then be further modified, analyzed, and used to create derivative works. At any time, Customer may revoke the consent granted herein to Axon to access and use Customer Content for ACEIP Purposes. Within 30 days of receiving the Customer’s request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete any and all ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to Customer. In addition, if Axon uses Customer Content for the ACEIP Purposes, upon request, Axon will make available to Customer a list of the specific type of Customer Content being used to generate ACEIP Content, the purpose of such use, and the retention, privacy preserving extraction technique, and relevant data protection practices applicable to the Customer Content or ACEIP Content (" Use Case"). From time to time, Axon may develop and deploy new Use Cases. At least 30 days prior to authorizing the deployment of any new Use Case, Axon will provide Customer notice (by updating the list of Use Case at https://www.axon.com/aceip and providing Customer with a mechanism to obtain notice of that update or another commercially reasonable method to Customer designated contact) (" New Use Case").

2.2. Expiration of ACEIP Tier 1. Customer consent granted herein will expire upon termination of the Agreement.

In accordance with section 1.1.1, within 30 days of receiving the Customer’s request, Axon will no longer access or use Customer Content for ACEIP Purposes and will delete ACEIP Content. Axon will also delete any derivative works which may reasonably be capable of being associated with, or could reasonably be linked directly or indirectly to, Customer.

3. ACEIP Tier 2. In addition to ACEIP Tier 1, if Customer wants to help further improve Axon’s services, Customer may choose to participate in Tier 2 of the ACEIP. ACEIP Tier 2 grants Axon certain additional rights to use Customer 1 For example; (a) when extracting specific text to improve automated transcription capabilities, text that could be used to directly identify a particular individual would not be extracted, and extracted text would be disassociated from identifying metadata of any speakers, and the extracted text would be split into individual words and aggregated with other data sources (including publicly available data) to remove any reasonable ability to link any specific text directly or indirectly back to a particular individual; (b) when extracting license plate data to improve Automated License Plate Recognition (ALPR) capabilities, individual license plate characters would be extracted and disassociated from each other so a complete plate could not be reconstituted, and all association to other elements of the source video, such as the vehicle, location, time, and the surrounding environment would also be removed; (c) when extracting audio of potential acoustic events (such as glass breaking or gun shots), very short segments (<1 second) of audio that only contains the likely acoustic events would be extracted and all human utterances would be removed.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Content, in addition to those set forth in Tier 1 above, without the guaranteed deployment of a Privacy Preserving Technique to enable product development, improvement, and support that cannot be accomplished with aggregated, transformed, or de-identified data.
☐ Check this box if Customer wants to help further improve Axon’s services by participating in ACEIP Tier 2 in addition to Tier 1. Axon will not enroll Customer into ACEIP Tier 2 until Axon and Customer agree to terms in writing providing for such participation in ACEIP Tier 2.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Professional Services Appendix
If any of the Professional Services specified below are included on the Quote, this Appendix applies.

1. Utilization of Services. Customer must use professional services as outlined in the Quote and this Appendix within six (6) months of the Effective Date.

2. Axon Full Service (Axon Full Service) . Axon Full Service includes advance remote project planning and configuration support and up to four (4) consecutive days of on-site service and a professional services manager to work with Customer to assess Customer’s deployment and determine which on-site services are appropriate. If Customer requires more than four (4) consecutive on-site days, Customer must purchase additional days. Axon Full Service options include:

System set up and configuration
 Instructor-led setup of Axon View on smartphones (if applicable)  Configure categories and custom roles based on Customer need  Register cameras to Customer domain
 Troubleshoot IT issues with Axon Evidence and Axon Dock ("Dock") access  One on-site session included
Dock configuration
 Work with Customer to decide the ideal location of Docks and set configurations on Dock  Authenticate Dock with Axon Evidence using admin credentials from Customer  On-site assistance, not to include physical mounting of docks Best practice implementation planning session
 Provide considerations for the establishment of video policy and system operations best practices based on Axon’s observations with other agencies
 Discuss the importance of entering metadata in the field for organization purposes and other best practices for digital data management
 Provide referrals of other agencies using the Axon camera devices and Axon Evidence  Recommend rollout plan based on review of shift schedules System Admin and troubleshooting training sessions
Step-by-step explanation and assistance for Customer’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon instructor training (Train the Trainer)
Training for Customer’s in-house instructors who can support Customer’s Axon camera and Axon Evidence training needs after Axon has fulfilled its contractual on-site obligations Evidence sharing training
Tailored workflow instruction for Investigative Units on sharing Cases and Evidence with local prosecuting agencies
End user go-live training and support sessions
 Assistance with device set up and configuration
 Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide
Post go-live review

3. Body-Worn Camera Starter Service (Axon Starter) . Axon Starter includes advance remote project planning and configuration support and one (1) day of on-site Services and a professional services manager to work closely with Customer to assess Customer’s deployment and determine which Services are appropriate. If Customer requires more than one (1) day of on-site Services, Customer must purchase additional on-site Services. The Axon Starter options include:

System set up and configuration (Remote Support)
 Instructor-led setup of Axon View on smartphones (if applicable)  Configure categories & custom roles based on Customer need Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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 Troubleshoot IT issues with Axon Evidence and Dock access Dock configuration
 Work with Customer to decide the ideal location of Dock setup and set configurations on Dock  Authenticate Dock with Axon Evidence using "Administrator" credentials from Customer  Does not include physical mounting of docks
Axon instructor training (Train the Trainer)
Training for Customer’s in-house instructors who can support Customer’s Axon camera and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations End user go-live training and support sessions
 Assistance with device set up and configuration
 Training on device use, Axon Evidence, and Evidence Sync Implementation document packet
Axon Evidence administrator guides, camera implementation guides, network setup guide, sample policies, and categories & roles guide

4. Body-Worn Camera Virtual 1-Day Service (Axon Virtual) . Axon Virtual includes all items in the BWC Starter Service Package, except one (1) day of on-site services.

5. CEW Services Packages. CEW Services Packages are detailed below:

System set up and configuration
 Configure Axon Evidence categories & custom roles based on Customer need.  Troubleshoot IT issues with Axon Evidence.
 Register users and assign roles in Axon Evidence.
 For the CEW Full Service Package: On-site assistance included  For the CEW Starter Package: Virtual assistance included Dedicated Project Manager
Assignment of specific Axon representative for all aspects of planning the rollout (Project Manager). Ideally, Project Manager will be assigned to Customer 4–6 weeks before rollout Best practice implementation planning session to include:
 Provide considerations for the establishment of CEW policy and system operations best practices based on Axon’s observations with other agencies
 Discuss the importance of entering metadata and best practices for digital data management  Provide referrals to other agencies using TASER CEWs and Axon Evidence  For the CEW Full Service Package: On-site assistance included  For the CEW Starter Package: Virtual assistance included System Admin and troubleshooting training sessions
On-site sessions providing a step-by-step explanation and assistance for Customer’s configuration of security, roles & permissions, categories & retention, and other specific settings for Axon Evidence Axon Evidence Instructor training
 Provide training on the Axon Evidence to educate instructors who can support Customer’s subsequent Axon Evidence training needs.
 For the CEW Full Service Package: Training for up to 3 individuals at Customer  For the CEW Starter Package: Training for up to 1 individual at Customer TASER CEW inspection and device assignment
Axon’s on-site professional services team will perform functions check on all new TASER CEW Smart weapons and assign them to a user on Axon Evidence.

Post go-live review
For the CEW Full Service Package: On-site assistance included.

For the CEW Starter Package: Virtual assistance included.

6. Smart Weapon Transition Service . The Smart Weapon Transition Service includes:

Archival of CEW Firing Logs
Axon’s on-site professional services team will upload CEW firing logs to Axon Evidence from all TASER CEW Smart Weapons that Customer is replacing with newer Smart Weapon models.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Return of Old Weapons
Axon’s on-site professional service team will ship all old weapons back to Axon’s headquarters.

Axon will provide Customer with a Certificate of Destruction *Note: CEW Full Service packages for TASER 7 or TASER 10 include Smart Weapon Transition Service instead of 1-Day Device Specific Instructor Course.

7. VR Services Package. VR Service includes advance remote project planning and configuration support and one (1) day of on-site service and a professional services manager to work with Customer to assess Customer's deployment and determine which Services are appropriate. The VR Service training options include:

System set up and configuration (Remote Support)
• Instructor-led setup of Axon VR headset content
• Configure Customer settings based on Customer need
• Troubleshoot IT issues with Axon VR headset
Axon instructor training (Train the Trainer)
Training for up to five (5) Customer's in-house instructors who can support Customer's Axon VR CET and SIM training needs after Axon’s has fulfilled its contracted on-site obligations Classroom and practical training sessions
Step-by-step explanation and assistance for Customer's configuration of Axon VR CET and SIM functionality, basic operation, and best practices

8. Axon Air, On-Site Training. Axon Air, On-Site training includes advance remote project planning and configuration support and one (1) day of on-site Services and a professional services manager to work closely with Customer to assess Customer's deployment and determine which Services are appropriate. If Customer's requires more than one (1) day of on-site Services, Customer must purchase additional on-site Services. The Axon Air, On-Site training options include:

System set up and configuration (Remote Support)
• Instructor-led setup of Axon Air App (ASDS)
• Configure Customer settings based on Customer need
• Configure drone controller
• Troubleshoot IT issues with Axon Evidence
Axon instructor training (Train the Trainer)
Training for Customer's in-house instructors who can support Customer's Axon Air and Axon Evidence training needs after Axon’s has fulfilled its contracted on-site obligations Classroom and practical training sessions
Step-by-step explanation and assistance for Customer's configuration of Axon Respond+ livestreaming functionality, basic operation, and best practices

9. Axon Air, Virtual Training. Axon Air, Virtual training includes all items in the Axon Air, On-Site Training Package, except the practical training session, with the Axon Instructor training for up to four hours virtually.

10. Signal Sidearm Installation Service.
a. Purchases of 50 SSA units or more : Axon will provide one (1) day of on-site service and one professional services manager and will provide train the trainer instruction, with direct assistance on the first of each unique holster/mounting type. Customer is responsible for providing a suitable work/training area. b. Purchases of less than 50 SSA units: Axon will provide a 1-hour virtual instruction session on the basics of installation and device calibration.

11. Out of Scope Services. Axon is only responsible to perform the professional services described in the Quote and this Appendix. Any additional professional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.

12. Delivery of Services. Axon personnel will work Monday through Friday, 8:30 a.m. to 5:30 p.m., except holidays.

Axon will perform all on-site tasks over a consecutive timeframe. Axon will not charge Customer travel time by Axon personnel to Customer premises as work hours.

13. Access Computer Systems to Perform Services . Customer authorizes Axon to access relevant Customer Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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computers and networks, solely for performing the Services. Axon will work to identify as soon as reasonably practicable resources and information Axon expects to use and will provide an initial itemized list to Customer.

Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer.

14. Site Preparation. Axon will provide a hardcopy or digital copy of current user documentation for the Axon Devices ("User Documentation "). User Documentation will include all required environmental specifications for the professional services and Axon Devices to operate per the Axon Device User Documentation. Before installation of Axon Devices (whether performed by Customer or Axon), Customer must prepare the location(s) where Axon Devices are to be installed ("Installation Site") per the environmental specifications in the Axon Device User Documentation.

Following installation, Customer must maintain the Installation Site per the environmental specifications. If Axon modifies Axon Device User Documentation for any Axon Devices under this Agreement, Axon will provide the update to Customer when Axon generally releases it

15. Acceptance. When Axon completes professional services, Axon will present an acceptance form (" Acceptance Form") to Customer. Customer will sign the Acceptance Form acknowledging completion. If Customer reasonably believes Axon did not complete the professional services in substantial conformance with this Agreement, Customer must notify Axon in writing of the specific reasons for rejection within seven (7) calendar days from delivery of the Acceptance Form. Axon will address the issues and re-present the Acceptance Form for signature. If Axon does not receive the signed Acceptance Form or written notification of reasons for rejection within seven (7) calendar days of delivery of the Acceptance Form, Axon will deem Customer to have accepted the professional services.

16. Customer Network. For work performed by Axon transiting or making use of Customer’s network, Customer is solely responsible for maintenance and functionality of the network. In no event will Axon be liable for loss, damage, or corruption of Customer’s network from any cause.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Technology Assurance Plan Appendix
If Technology Assurance Plan ("TAP") or a bundle including TAP is on the Quote, this appendix applies.

1. TAP Warranty. The TAP warranty is an extended warranty that starts at the end of the one- (1-) year hardware limited warranty.

2. Officer Safety Plan. If Customer purchases an Officer Safety Plan (" OSP"), Customer will receive the deliverables detailed in the Quote. Customer must accept delivery of the TASER CEW and accessories as soon as available from Axon.

3. OSP 7 or OSP 10 Term. OSP 7 or OSP 10 begins on the date specified in the Quote ("OSP Term").

4. TAP BWC Upgrade . If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon body-worn camera ("BWC Upgrade") as scheduled in the Quote. If Customer purchased TAP, Axon will provide a BWC Upgrade that is the same or like Axon Device, at Axon’s option. Axon makes no guarantee the BWC Upgrade will utilize the same accessories or Axon Dock.

5. TAP Dock Upgrade . If Customer has no outstanding payment obligations and purchased TAP, Axon will provide Customer a new Axon Dock as scheduled in the Quote (" Dock Upgrade"). Accessories associated with any Dock Upgrades are subject to change at Axon discretion. Dock Upgrades will only include a new Axon Dock bay configuration unless a new Axon Dock core is required for BWC compatibility. If Customer originally purchased a single-bay Axon Dock, the Dock Upgrade will be a single-bay Axon Dock model that is the same or like Axon Device, at Axon’s option. If Customer originally purchased a multi-bay Axon Dock, the Dock Upgrade will be a multi-bay Axon Dock that is the same or like Axon Device, at Axon’s option.

6. Upgrade Delay. Axon may ship the BWC and Dock Upgrades as scheduled in the Quote without prior confirmation from Customer unless the Parties agree in writing otherwise at least ninety (90) days in advance. Axon may ship the final BWC and Dock Upgrade as scheduled in the Quote sixty (60) days before the end of the Subscription Term without prior confirmation from Customer.

7. Upgrade Change. If Customer wants to upgrade Axon Device models from the current Axon Device to an upgraded Axon Device, Customer must pay the price difference between the MSRP for the current Axon Device and the MSRP for the upgraded Axon Device. If the model Customer desires has an MSRP less than the MSRP of the offered BWC Upgrade or Dock Upgrade, Axon will not provide a refund. The MSRP is the MSRP in effect at the time of the upgrade.

8. Return of Original Axon Device. Within thirty (30) days of receiving a BWC or Dock Upgrade, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon including serial numbers for the destroyed Axon Devices. If Customer does not return or destroy the Axon Devices, Axon will deactivate the serial numbers for the Axon Devices received by Customer.

9. Termination. If Customer’s payment for TAP, OSP, or Axon Evidence is more than thirty (30) days past due, Axon may terminate TAP or OSP. Once TAP or OSP terminates for any reason:

9.1. TAP and OSP coverage terminate as of the date of termination and no refunds will be given.

9.2. Axon will not and has no obligation to provide the Upgrade Models.

9.3. Customer must make any missed payments due to the termination before Customer may purchase any future TAP or OSP.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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TASER Device Appendix
This TASER Device Appendix applies to Customer’s TASER 10, OSP 10, OSP Plus, or OSP 10 Plus Premium purchase from Axon, if applicable.

1. Duty Cartridge Replenishment Plan. If the Quote includes "Duty Cartridge Replenishment Plan", Customer must purchase the plan for each CEW user. A CEW user includes officers that use a CEW in the line of duty and those that only use a CEW for training. Customer may not resell cartridges received. Axon will only replace cartridges used in the line of duty.

2. Training. If the Quote includes a TASER On Demand Certification subscription, Customer will have on-demand access to TASER Instructor and TASER Master Instructor courses only for the duration of the TASER Subscription Term. Axon will issue a maximum of ten (10) TASER Instructor vouchers and ten (10) TASER Master Instructor vouchers for every thousand TASER Subscriptions purchased. Customer shall utilize vouchers to register for TASER courses at their discretion however Customer may incur a fee for cancellations less than 10 business days prior to a course date or failure to appear to a registered course. The voucher has no cash value. Customer cannot exchange voucher for any other device or service. Any unused vouchers at the end of the Term will be forfeited. A voucher does not include any travel or other expenses that might be incurred related to attending a course.

3. Extended Warranty. If the Quote includes an extended warranty, the extended warranty coverage period warranty will be for a five- (5-) year term, which includes the hardware manufacturer’s warranty plus the four- (4-) year extended term.

4. Trade-in. If the Quote contains a discount on CEW-related line items and that discount is contingent upon the trade- in of hardware, Customer must return used hardware and accessories associated with the discount ("Trade-In Units") to Axon within the below prescribed timeline. Customer must ship batteries via ground shipping. Axon will pay shipping costs of the return. If Axon does not receive Trade-In Units within the timeframe below, Axon will invoice Customer the value of the trade-in credit. Customer may not destroy Trade-In Units and receive a trade-in credit.

Customer Size
Days to Return from Start Date of TASER 10 Subscription Less than 100 officers 60 days
100 to 499 officers 90 days
500+ officers 180 days

5. TASER Device Subscription Term. The TASER Device Subscription Term for a standalone TASER Device purchase begins on shipment of the TASER Device. The TASER Device Subscription Term for OSP 7/10 begins on the OSP 7/10 start date.

6. Access Rights. Upon Axon granting Customer a TASER Device Axon Evidence subscription, Customer may access and use Axon Evidence for the storage and management of data from TASER Devices devices during the TASER Device Subscription Term. Customer may not exceed the number of end users the Quote specifies.

7. Customer Warranty. If Customer is located in the US, Customer warrants and acknowledges that TASER 10 is classified as a firearm and is being acquired for official Customer use pursuant to a law enforcement agency transfer under the Gun Control Act of 1968.

8. Purchase Order. To comply with applicable laws and regulations, Customer must provide a purchase order to Axon prior to shipment of TASER 10.

9. Apollo Grant (US only). If Customer has received an Apollo Grant from Axon, Customer must pay all fees in the Quote prior to upgrading to any new TASER Device offered by Axon.

10. Termination. If payment for TASER Device is more than thirty (30) days past due, Axon may terminate Customer’s TASER Device plan by notifying Customer. Upon termination for any reason, then as of the date of termination:

10.1. TASER Device extended warranties and access to Training Content will terminate. No refunds will be given.

10.2. Customer will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future TASER Device plan.

10.3. Axon will invoice Customer the remaining MSRP for TASER Devices received before termination. If terminating Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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for non-appropriations, Axon will not invoice Customer if Customer returns the TASER Device, rechargeable battery, holster, dock, core, training suits, and unused cartridges to Axon within thirty (30) days of the date of termination.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Axon Auto-Tagging Appendix
If Auto-Tagging is included on the Quote, this Appendix applies.

1. Scope. Axon Auto-Tagging consists of the development of a module to allow Axon Evidence to interact with Customer’s Computer-Aided Dispatch ("CAD") or Records Management Systems ("RMS"). This allows end users to auto-populate Axon video meta-data with a case ID, category, and location-based on data maintained in Customer’s CAD or RMS.

2. Support. For thirty (30) days after completing Auto-Tagging Services, Axon will provide up to five (5) hours of remote support at no additional charge. Axon will provide free support due to a change in Axon Evidence, if Customer maintains an Axon Evidence and Auto-Tagging subscription. Axon will not provide support if a change is required because Customer changes its CAD or RMS.

3. Changes. Axon is only responsible to perform the Services in this Appendix. Any additional Services are out of scope.

The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule.

4. Customer Responsibilities. Axon’s performance of Auto-Tagging Services requires Customer to:

4.1. Make available relevant systems, including Customer’s current CAD or RMS, for assessment by Axon (including remote access if possible);

4.2. Make required modifications, upgrades or alterations to Customer’s hardware, facilities, systems and networks related to Axon’s performance of Auto-Tagging Services;

4.3. Provide access to the premises where Axon is performing Auto-Tagging Services, subject to Customer safety and security restrictions, and allow Axon to enter and exit the premises with laptops and materials needed to perform Auto-Tagging Services;

4.4. Provide all infrastructure and software information (TCP/IP addresses, node names, network configuration) necessary for Axon to provide Auto-Tagging Services;

4.5. Promptly install and implement any software updates provided by Axon;

4.6. Ensure that all appropriate data backups are performed;

4.7. Provide assistance, participation, and approvals in testing Auto-Tagging Services;

4.8. Provide Axon with remote access to Customer’s Axon Evidence account when required;

4.9. Notify Axon of any network or machine maintenance that may impact the performance of the module at Customer; and

4.10. Ensure reasonable availability of knowledgeable staff and personnel to provide timely, accurate, complete, and up-to-date documentation and information to Axon.

5. Access to Systems . Customer authorizes Axon to access Customer’s relevant computers, network systems, and CAD or RMS solely for performing Auto-Tagging Services. Axon will work diligently to identify the resources and information Axon expects to use and will provide an initial list to Customer. Customer is responsible for and assumes the risk of any problems, delays, losses, claims, or expenses resulting from the content, accuracy, completeness, and consistency of all data, materials, and information supplied by Customer.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Axon Fleet Appendix
If Axon Fleet 2, Axon Fleet 3, or any future generation of Axon Fleet (collectively, “Axon Fleet”) is included on the Quote, this Appendix applies.

1. Customer Responsibilities.

1.1. Customer must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet as established by Axon during the qualifier call and on-site assessment at Customer and in any technical qualifying questions. If Customer’s representations are inaccurate, the Quote is subject to change.

1.2. Customer is responsible for providing a suitable work area for Axon or Axon third-party providers to install Axon Fleet systems into Customer vehicles. Customer is responsible for making available all vehicles for which installation services were purchased, during the agreed upon onsite installation dates, Failure to make vehicles available may require an equitable adjustment in fees or schedule.

2. Cradlepoint. If Customer purchases Cradlepoint Enterprise Cloud Manager, Customer will comply with Cradlepoint’s end user license agreement. The term of the Cradlepoint license may differ from the Axon Evidence Subscription. If Customer requires Cradlepoint support, Customer will contact Cradlepoint directly.

3. Third-party Installer. Axon will not be liable for the failure of Axon Fleet hardware to operate per specifications if such failure results from installation not performed by, or as directed by Axon.

4. Wireless Offload Server.

4.1. License Grant . Axon grants Customer a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Server (" WOS"). "Use" means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription.

4.2. Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS.

4.3. Updates. If Customer purchases WOS maintenance, Axon will make updates and error corrections to WOS ("WOS Updates") available electronically via the Internet or media as determined by Axon. Customer is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term.

4.4. WOS Support. Upon request by Axon, Customer will provide Axon with access to Customer’s store and forward servers solely for troubleshooting and maintenance.

5. Axon Vehicle Software.

5.1. License Grant. Axon grants Customer a non-exclusive, royalty-free, worldwide, perpetual license to use ViewXL or Dashboard (collectively, "Axon Vehicle Software ".) "Use" means storing, loading, installing, or executing Axon Vehicle Software solely for data communication with Axon Devices. The Axon Vehicle Software term begins upon the start of the Axon Evidence Subscription.

5.2. Restrictions. Customer may not: (a) modify, alter, tamper with, repair, or create derivative works of Axon Vehicle Software; (b) reverse engineer, disassemble, or decompile Axon Vehicle Software, apply any process to derive the source code of Axon Vehicle Software, or allow others to do so; (c) access or use Axon Vehicle Software to avoid incurring fees or exceeding usage limits; (d) copy Axon Vehicle Software in whole or part; (e) use trade secret information contained in Axon Vehicle Software; (f) resell, rent, loan or sublicense Axon Vehicle Software; (g) access Axon Vehicle Software to build a competitive device or service or copy any features, functions or graphics of Axon Vehicle Software; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Axon Vehicle Software.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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6. Acceptance Checklist. If Axon provides services to Customer pursuant to any statement of work in connection with Axon Fleet, within seven (7) days of the date on which Customer retrieves Customer's vehicle(s) from the Axon installer, said vehicle having been installed and configured with tested and fully and properly operational in-car hardware and software identified above, Customer will receive a Professional Services Acceptance Checklist to submit to Axon indicating acceptance or denial of said deliverables.

7. Axon Fleet Upgrade. If Customer has no outstanding payment obligations and has purchased the "Fleet Technology Assurance Plan" (Fleet TAP), Axon will provide Customer with the same or like model of Fleet hardware ("Axon Fleet Upgrade") as scheduled on the Quote.

7.1. If Customer would like to change models for the Axon Fleet Upgrade, Customer must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Customer is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade.

7.2. Within thirty (30) days of receiving the Axon Fleet Upgrade, Customer must return the original Axon Devices to Axon or destroy the Axon Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Axon Devices. If Customer does not destroy or return the Axon Devices to Axon, Axon will deactivate the serial numbers for the Axon Devices received by Customer.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Axon Respond Appendix
This Axon Respond Appendix applies to both Axon Respond and Axon Respond Plus, if either is included on the Quote.

1. Axon Respond Subscription Term. If Customer purchases Axon Respond as part of a bundled offering, the Axon Respond subscription begins on the later of the (1) start date of that bundled offering, or (2) date Axon provisions Axon Respond to Customer. If Customer purchases Axon Respond as a standalone, the Axon Respond subscription begins the later of the (1) date Axon provisions Axon Respond to Customer, or (2) first day of the month following the Effective Date. The Axon Respond subscription term will end upon the completion of the Axon Evidence Subscription associated with Axon Respond.

2. Scope of Axon Respond . The scope of Axon Respond is to assist Customer with real-time situational awareness during critical incidents to improve officer safety, effectiveness, and awareness. In the event Customer uses Axon Respond outside this scope, Axon may initiate good-faith discussions with Customer on upgrading Customer’s Axon Respond to better meet Customer’s needs.

3. Axon Body LTE Requirements. Axon Respond is only available and usable with an LTE enabled body-worn camera.

Axon is not liable if Customer utilizes the LTE device outside of the coverage area or if the LTE carrier is unavailable.

LTE coverage is only available in the United States, including any U.S. territories. Axon may utilize a carrier of Axon’s choice to provide LTE service. Axon may change LTE carriers during the Term without Customer’s consent.

4. Axon Fleet LTE Requirements. Axon Respond is only available and usable with a Fleet 3 system configured with LTE modem and service. Customer is responsible for providing LTE service for the modem. Coverage and availability of LTE service is subject to Customer’s LTE carrier.

5. Axon Respond Service Limitations . Customer acknowledges that LTE service is made available only within the operating range of the networks. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, weak batteries, system overcapacity, movement outside a service area or gaps in coverage in a service area, and other causes reasonably outside of the carrier’s control such as intentional or negligent acts of third parties that damage or impair the network or disrupt service; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service.

5.1. With regard to Axon Body, Partner networks are made available as-is and the carrier makes no warranties or representations as to the availability or quality of roaming service provided by carrier partners, and the carrier will not be liable in any capacity for any errors, outages, or failures of carrier partner networks. Customer expressly understands and agrees that it has no contractual relationship whatsoever with the underlying wireless service provider or its affiliates or contractors and Customer is not a third-party beneficiary of any agreement between Axon and the underlying carrier.

6. Termination. Upon termination of this Agreement, or if Customer stops paying for Axon Respond or bundles that include Axon Respond, Axon will end Axon Respond services, including any Axon-provided LTE service.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Add-on Services Appendix
This Appendix applies if Axon Community Request, Axon Redaction Assistant, and/or Axon Performance are included on the Quote.

1. Subscription Term . If Customer purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as part of OSP 7 or OSP 10, the subscription begins on the later of the (1) start date of the OSP 7 or OSP 10 Term, or (2) date Axon provisions Axon Community Request Axon Redaction Assistant, or Axon Performance to Customer.

1.1. If Customer purchases Axon Community Request, Axon Redaction Assistant, or Axon Performance as a standalone, the subscription begins the later of the (1) date Axon provisions Axon Community Request, Axon Redaction Assistant, or Axon Performance to Customer, or (2) first day of the month following the Effective Date.

1.2. The subscription term will end upon the completion of the Axon Evidence Subscription associated with the add- on.

2. Axon Community Request Storage . For Axon Community Request, Customer may store an unlimited amount of data submitted through the public portal (" Portal Content"), within Customer’s Axon Evidence instance. The post- termination provisions outlined in the Axon Cloud Services Terms of Use Appendix also apply to Portal Content.

3. Performance Auto-Tagging Data. In order to provide some features of Axon Performance to Customer, Axon will need to store call for service data from Customer’s CAD or RMS.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Axon Auto-Transcribe Appendix
This Appendix applies if Axon Auto-Transcribe is included on the Quote.

1. Subscription Term. If Customer purchases Axon Auto-Transcribe as part of a bundle or Axon Cloud Services subscription, the subscription begins on the later of the (1) start date of the bundle or Axon Cloud Services license term, or (2) date Axon provisions Axon Auto-Transcribe to Customer. If Customer purchases Axon Auto-Transcribe minutes as a standalone, the subscription begins on the date Axon provisions Axon Auto-Transcribe to Customer.

1.1. If Customer cancels Auto-Transcribe services, any amounts owed by the Parties will be based on the amount of time passed under the annual subscription, rather than on the number of minutes used, regardless of usage.

2. Auto-Transcribe A-La-Carte Minutes. Upon Axon granting Customer a set number of minutes, Customer may utilize Axon Auto-Transcribe, subject to the number of minutes allowed on the Quote. Customer will not have the ability to roll over unused minutes to future Auto-Transcribe terms. Axon may charge Customer additional fees for exceeding the number of purchased minutes. Axon Auto-Transcribe minutes expire one year after being provisioned to Customer by Axon.

3. Axon Unlimited Transcribe. Upon Axon granting Customer an Unlimited Transcribe subscription to Axon Auto- Transcribe, Customer may utilize Axon Auto-Transcribe with no limit on the number of minutes. Unlimited Transcribe includes automatic transcription of all Axon BWC and Axon Capture footage. With regard to Axon Interview Room, Axon Fleet, Axon Citizen, or third-party transcription, transcription must be requested on demand. Notwithstanding the foregoing, Axon may limit usage after 5,000 minutes per user per month for multiple months in a row. Axon will not bill for overages.

4. Warranty. Axon disclaims all warranties, express or implied, for Axon Auto-Transcribe.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Axon Virtual Reality Content Terms of Use Appendix
If Virtual Reality is included on the Quote, this Appendix applies.

1. Term. The Quote will detail the products and license duration, as applicable, of the goods, services, and software, and contents thereof, provided by Axon to Customer related to virtual reality (collectively, "Virtual Reality Media").

2. Headsets. Customer may purchase additional virtual reality headsets from Axon. In the event Customer decides to purchase additional virtual reality headsets for use with Virtual Reality Media, Customer must purchase those headsets from Axon.

3. License Restrictions . All licenses will immediately terminate if Customer does not comply with any term of this Agreement. If Customer utilizes more users than stated in this Agreement, Customer must purchase additional Virtual Reality Media licenses from Axon . Customer may not use Virtual Reality Media for any purpose other than as expressly permitted by this Agreement. Customer may not:

3.1. modify, tamper with, repair, or otherwise create derivative works of Virtual Reality Media;

3.2. reverse engineer, disassemble, or decompile Virtual Reality Media or apply any process to derive the source code of Virtual Reality Media, or allow others to do the same;

3.3. copy Virtual Reality Media in whole or part, except as expressly permitted in this Agreement;

3.4. use trade secret information contained in Virtual Reality Media;

3.5. resell, rent, loan or sublicense Virtual Reality Media;

3.6. access Virtual Reality Media to build a competitive device or service or copy any features, functions, or graphics of Virtual Reality Media; or

3.7. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within Virtual Reality Media or any copies of Virtual Reality Media.

4. Privacy. Customer’s use of the Virtual Reality Media is subject to the Axon Virtual Reality Privacy Policy, a current version of which is available at https://www.axon.com/axonvrprivacypolicy.

5. Termination. Axon may terminate Customer’s license immediately for Customer’s failure to comply with any of the terms in this Agreement.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Axon Application Programming Interface Appendix
This Appendix applies if Axon’s API Services or a subscription to Axon Cloud Services are included on the Quote.

1. Definitions.

1.1. " API Client" means the software that acts as the interface between Customer’s computer and the server, which is already developed or to be developed by Customer.

1.2. " API Interface" means software implemented by Customer to configure Customer’s independent API Client Software to operate in conjunction with the API Service for Customer’s authorized Use.

1.3. " Axon Evidence Partner API, API or Axon API" (collectively "API Service") means Axon’s API which provides a programmatic means to access data in Customer’s Axon Evidence account or integrate Customer’s Axon Evidence account with other systems.

1.4. " Use" means any operation on Customer’s data enabled by the supported API functionality.

2. Purpose and License.

2.1. Customer may use API Service and data made available through API Service, in connection with an API Client developed by Customer. Axon may monitor Customer’s use of API Service to ensure quality, improve Axon devices and services, and verify compliance with this Agreement. Customer agrees to not interfere with such monitoring or obscure from Axon Customer’s use of API Service. Customer will not use API Service for commercial use.

2.2. Axon grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to use API Service, solely for Customer’s Use in connection with Customer’s API Client.

2.3. Axon reserves the right to set limitations on Customer’s use of the API Service, such as a quota on operations, to ensure stability and availability of Axon’s API. Axon will use reasonable efforts to accommodate use beyond the designated limits.

3. Configuration. Customer will work independently to configure Customer’s API Client with API Service for Customer’s applicable Use. Customer will be required to provide certain information (such as identification or contact details) as part of the registration. Registration information provided to Axon must be accurate. Customer will inform Axon promptly of any updates. Upon Customer’s registration, Axon will provide documentation outlining API Service information.

4. Customer Responsibilities. When using API Service, Customer and its end users may not:

4.1. use API Service in any way other than as expressly permitted under this Agreement;

4.2. use in any way that results in, or could result in, any security breach to Axon;

4.3. perform an action with the intent of introducing any viruses, worms, defect, Trojan horses, malware, or any items of a destructive nature to Axon Devices and Services;

4.4. interfere with, modify, disrupt or disable features or functionality of API Service or the servers or networks providing API Service;

4.5. reverse engineer, decompile, disassemble, or translate or attempt to extract the source code from API Service or any related software;

4.6. create an API Interface that functions substantially the same as API Service and offer it for use by third parties;

4.7. provide use of API Service on a service bureau, rental or managed services basis or permit other individuals or entities to create links to API Service;

4.8. frame or mirror API Service on any other server, or wireless or Internet-based device;

4.9. make available to a third-party, any token, key, password or other login credentials to API Service;

4.10. take any action or inaction resulting in illegal, unauthorized or improper purposes; or

4.11. disclose Axon’s API manual.

5. API Content. All content related to API Service, other than Customer Content or Customer’s API Client content, is considered Axon’s API Content, including:

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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5.1. the design, structure and naming of API Service fields in all responses and requests;

5.2. the resources available within API Service for which Customer takes actions on, such as evidence, cases, users, or reports;

5.3. the structure of and relationship of API Service resources; and

5.4. the design of API Service, in any part or as a whole.

6. Prohibitions on API Content. Neither Customer nor its end users will use API content returned from the API Interface to:

6.1. scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;

6.2. copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third-party;

6.3. misrepresent the source or ownership; or

6.4. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices).

7. API Updates. Axon may update or modify the API Service from time to time ("API Update"). Customer is required to implement and use the most current version of API Service and to make any applicable changes to Customer’s API Client required as a result of such API Update. API Updates may adversely affect how Customer’s API Client access or communicate with API Service or the API Interface. Each API Client must contain means for Customer to update API Client to the most current version of API Service. Axon will provide support for one (1) year following the release of an API Update for all depreciated API Service versions.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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FUSUS Appendix
If Virtual Reality is included on the Quote, this Appendix applies.

1. Access. Upon Axon granting Customer a subscription to FUSUS cloud services in the Quote, Customer may access and use FūsusONE Real Time Interoperability Solution services to for the purpose of viewing and managing Customer Content. Some Customer content contained in Axon’s Evidence.com may not be accessible or transferable to the FUSUS cloud services.

2. Product Limits. The following limitations apply to the below products:

Lite Basic Pro Enterprise Enterprise Plus
Total Number of Managed End Points 150 150 500 1500 4500 Max Number of Video Streams Connected 0 150 500 1500 4500 Indefinite Cloud Storage 2TB 5TB 10TB 30TB
Overages may result in additional fees or the need to upgrade product.

3. Disclaimer. Customer is responsible for use of any internet access devices and/or all third-party hardware, software, services, telecommunication services (including Internet connectivity), or other items used by Customer to access the service (“Third-Party Components”) are the sole and exclusive responsibility of Customer, and that Axon has no responsibility for such Third-party Components, FUSUS cloud services, or Customer relationships with such third parties. Customer agrees to at all times comply with the lawful terms and conditions of agreements with such third parties. Axon does not represent or warrant that the FUSUS cloud services and the Customer Content are compatible with any specific third-party hardware or software or any other Third-Party Components. Customer is responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the FUSUS cloud services.

4. Data Privacy. Axon may collect, use, transfer, disclose and otherwise process Customer Content in the context of facilitating communication of data with Customer through their use of FUSUS cloud services FUSUS app (iOS or Android interface), complying with legal requirements, monitoring the Customer’s use of FUSUS systems, and undertaking data analytics. Customer Content saved in Axon Cloud Services is the sole property of Customer and may not be distributed by Axon to any third parties outside of the Customer’s organization without the Customer’s expressed written consent.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Axon Channel Services Appendix
This Appendix applies if Customer purchases Axon Channel Service, as set forth on the Quote.

1. Definitions.

1.1. " Axon Digital Evidence Management System " means Axon Evidence or Axon Evidence Local, as specified in the attached Channel Services Statement of Work.

1.2. " Active Channel " means a third-party system that is continuously communicating with an Axon Digital Evidence Management System.

1.3. " Inactive Channel" means a third-party system that will have a one-time communication to an Axon Digital Evidence Management System.

2. Scope. Customer currently has a third-party system or data repository from which Customer desires to share data with Axon Digital Evidence Management. Axon will facilitate the transfer of Customer’s third-party data into an Axon Digital Evidence Management System or the transfer of Customer data out of an Axon Digital Evidence Management System as defined in the Channel Services Statement of Work (" Channel Services SOW "). Channel Services will not delete any Customer Content. Customer is responsible for verifying all necessary data is migrated correctly and retained per Customer policy.

3. Changes. Axon is only responsible to perform the Services described in this Appendix and Channel Services SOW.

Any additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in the charges or schedule.

4. Purpose and Use . Customer is responsible for verifying Customer has the right to share data from and provide access to third-party system as it relates to the Services described in this Appendix and the Channel Services SOW.

For Active Channels, Customer is responsible for any changes to a third-party system that may affect the functionality of the channel service. Any additional work required for the continuation of the Service may require additional fees.

An Axon Field Engineer may require access to Customer’s network and systems to perform the Services described in the Channel Services SOW. Customer is responsible for facilitating this access per all laws and policies applicable to Customer.

5. Project Management . Axon will assign a Project Manager to work closely with Customer’s project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables on time and budget.

6. Warranty. Axon warrants that it will perform the Channel Services in a good and workmanlike manner.

7. Monitoring. Axon may monitor Customer’s use of Channel Services to ensure quality, improve Axon devices and services, prepare invoices based on the total amount of data migrated, and verify compliance with this Agreement.

Customer agrees not to interfere with such monitoring or obscure from Axon Customer’s use of channel services.

8. Customer’s Responsibilities. Axon’s successful performance of the Channel Services requires Customer:

8.1. Make available its relevant systems for assessment by Axon (including making these systems available to Axon via remote access);

8.2. Provide access to the building facilities and where Axon is to perform the Channel Services, subject to safety and security restrictions imposed by the Customer (including providing security passes or other necessary documentation to Axon representatives performing the Channel Services permitting them to enter and exit Customer premises with laptop personal computers and any other materials needed to perform the Channel Services);

8.3. Provide all necessary infrastructure and software information (TCP/IP addresses, node names, and network configuration) for Axon to provide the Channel Services;

8.4. Ensure all appropriate data backups are performed;

8.5. Provide Axon with remote access to the Customer’s network and third-party systems when required for Axon to perform the Channel Services;

8.6. Notify Axon of any network or machine maintenance that may impact the performance of the Channel Services; and

8.7. Ensure the reasonable availability by phone or email of knowledgeable staff, personnel, system administrators, Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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and operators to provide timely, accurate, complete, and up-to-date documentation and information to Axon (these contacts are to provide background information and clarification of information required to perform the Channel Services).

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Axon Investigate Appendix
If the Quote includes Axon's On Prem Video Suite known as Axon Investigate or Third Party Video Support License, the following appendix shall apply.

1. License Grant. Subject to the terms and conditions specified below and upon payment of the applicable fees set forth in the Quote, Axon grants to Customer a nonexclusive, nontransferable license to install, use, and display the Axon Investigate software ("Software") solely for its own internal use only and for no other purpose, for the duration of subscription term set forth in the Quote. This Agreement does not grant Customer any right to enhancements or updates, but if such are made available to Customer and obtained by Customer they shall become part of the Software and governed by the terms of this Agreement.

2. Third-Party Licenses . Axon licenses several third-party codecs and applications that are integrated into the Software. Users with an active support contract with Axon are granted access to these additional features. By accepting this agreement, Customer agrees to and understands that an active support contract is required for all of the following features: DNxHD output formats, decoding files via the "fast indexing" method, proprietary file metadata, telephone and email support, and all future updates to the software. If Customer terminates the annual support contract with Axon, the features listed above will be disabled within the Software. It is recommended that users remain on an active support contract to maintain the full functionality of the Software.

3. Restrictions on Use . Customer may not permit any other person to use the Software unless such use is in accordance with the terms of this Agreement. Customer may not modify, translate, reverse engineer, reverse compile, decompile, disassemble or create derivative works with respect to the Software, except to the extent applicable laws specifically prohibit such restrictions. Customer may not rent, lease, sublicense, grant a security interest in or otherwise transfer Customer’s rights to or to use the Software. Any rights not granted are reserved to Axon.

4. Term. For purchased perpetual Licenses only—excluding Licenses leased for a pre-determined period, evaluation licenses, companion licenses, as well as temporary licenses--the license shall be perpetual unless Customer fails to observe any of its terms, in which case it shall terminate immediately, and without additional prior notice. The terms of Paragraphs 1, 2, 3, 5, 6, 8 and 9 shall survive termination of this Agreement. For licenses leased for a pre- determined period, for evaluation licenses, companion licenses, as well as temporary licenses, the license is granted for a period beginning at the installation date and for the duration of the evaluation period or temporary period as agreed between Axon and Customer.

5. Title. Axon and its licensors shall have sole and exclusive ownership of all right, title, and interest in and to the Software and all changes, modifications, and enhancements thereof (including ownership of all trade secrets and copyrights pertaining thereto), regardless of the form or media in which the original or copies may exist, subject only to the rights and privileges expressly granted by Axon. This Agreement does not provide Customer with title or ownership of the Software, but only a right of limited use.

6. Copies. The Software is copyrighted under the laws of the United States and international treaty provisions. Customer may not copy the Software except for backup or archival purposes, and all such copies shall contain all Axon’s notices regarding proprietary rights as contained in the Software as originally provided to Customer. If Customer receives one copy electronically and another copy on media, the copy on media may be used only for archival purposes and this license does not authorize Customer to use the copy of media on an additional server.

7. Actions Required Upon Termination . Upon termination of the license associated with this Agreement, Customer agrees to destroy all copies of the Software and other text and/or graphical documentation, whether in electronic or printed format, that describe the features, functions and operation of the Software that are provided by Axon to Customer ("Software Documentation") or return such copies to Axon. Regarding any copies of media containing regular backups of Customer's computer or computer system, Customer agrees not to access such media for the purpose of recovering the Software or online Software Documentation.

8. Export Controls. None of the Software, Software Documentation or underlying information may be downloaded or otherwise exported, directly or indirectly, without the prior written consent, if required, of the office of Export Administration of the United States, Department of Commerce, nor to any country to which the U.S. has embargoed goods, to any person on the U.S. Treasury Department’s list of Specially Designated Nations, or the U.S. Department of Commerce’s Table of Denials.

9. U.S. Government Restricted Rights . The Software and Software Documentation are Commercial Computer Software provided with Restricted Rights under Federal Acquisition Regulations and Customer supplements to them.

Use, duplication or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFAR 255.227-7013 et. Seq. or 252.211-7015, or Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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subparagraphs (a) through (d) of the Commercial Computer Software Restricted Rights at FAR 52.227-19, as applicable, or similar clauses in the NASA FAR Supplement. Contractor/manufacturer is Axon Enterprise, Inc., 17800 North 85th Street, Scottsdale, Arizona 85255.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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My90 Terms of Use Appendix
Definitions.

1.1. " My90" means Axon’s proprietary platform and methodology to obtain and analyze feedback, and other related offerings, including, without limitation, interactions between My90 and Axon products.

1.2. " Recipient Contact Information " means contact information, as applicable, including phone number or email address (if available) of the individual whom Customer would like to obtain feedback.

1.3. " Customer Data" means

1.3.1. "My90 Customer Content" which means data, including Recipient Contact Information, provided to My90 directly by Customer or at their direction, or by permitting My90 to access or connect to an information system or similar technology. My90 Customer Content does not include My90 Non- Content Data.

1.3.2. "My90 Non-Content Data" which means data, configuration, and usage information about Customer's My90 tenant, and client software, users, and survey recipients that is Processed (as defined in Section 1.6 of this Appendix) when using My90 or responding to a My90 Survey. My90 Non-Content Data includes data about users and survey recipients captured during account management and customer support activities. My90 Non-Content Data does not include My90 Customer Content.

1.3.3. "Survey Response" which means survey recipients' response to My90 Survey.

1.4. " My90 Data" means

1.4.1. "My90 Survey" which means surveys, material(s) or content(s) made available by Axon to Customer and survey recipients within My90.

1.4.2. "Aggregated Survey Response" which means Survey Response that has been de-identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to, a particular individual.

1.5. " Personal Data " means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

1.6. " Processing" means any operation or set of operations which is performed on data or on sets of data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

1.7. " Sensitive Personal Data" means Personal Data that reveals an individual’s health, racial or ethnic origin, sexual orientation, disability, religious or philosophical beliefs, or trade union membership.

2. Access. Upon Axon granting Customer a subscription to My90, Customer may access and use My90 to store and manage My90 Customer Content, and applicable My90 Surveys and Aggregated Survey Responses. This Appendix is subject to the Terms and Conditions of Axon’s Master Service and Purchasing Agreement or in the event you and Axon have entered into a prior agreement to govern all future purchases, that agreement shall govern.

3. IP address. Axon will not store survey respondents’ IP address.

4. Customer Owns My90 Customer Content . Customer controls or owns all right, title, and interest in My90 Customer Content. Except as outlined herein, Axon obtains no interest in My90 Customer Content, and My90 Customer Content is not Axon’s business records. Except as set forth in this Agreement, Customer is responsible for uploading, sharing, managing, and deleting My90 Customer Content. Axon will only have access to My90 Customer Content for the limited purposes set forth herein. Customer agrees to allow Axon access to My90 Customer Content to (a) perform troubleshooting, maintenance, or diagnostic screenings; and (b) enforce this Agreement or policies governing use of My90 and other Axon products.

5. Details of the Processing. The nature and purpose of the Processing under this Appendix are further specified Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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in Schedule 1 Details of the Processing, to this Appendix.

6. Security. Axon will implement commercially reasonable and appropriate measures to secure Customer Data against accidental or unlawful loss, access, or disclosure. Axon will maintain a comprehensive information security program to protect Customer Data including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; security education; and data protection. Axon will not treat Customer Data in accordance with FBI CJIS Security Policy requirements and does not agree to the CJIS Security Addendum for this engagement or any other security or privacy related commitments that have been established between Axon and Customer, such as ISO 27001 certification or SOC 2 Reporting.

7. Privacy. Customer use of My90 is subject to the My90 Privacy Policy, a current version of which is available at https://www.axon.com/legal/my90privacypolicy. Customer agrees to allow Axon access to My90 Non-Content Data from Customer to (a) perform troubleshooting, maintenance, or diagnostic screenings; (b) provide, develop, improve, and support current and future Axon products including My90 and related services; and (c) enforce this Agreement or policies governing the use of My90 or other Axon products.

8. Location of Storage. Axon may transfer Customer Data to third-party subcontractors for Processing. Axon will determine the locations for Processing of Customer Data. For all Customer, Axon will Process and store Customer Data within the United States. Ownership of My90 Customer Content remains with Customer.

9. Required Disclosures . Axon will not disclose Customer Data that Customer shares with Axon except as compelled by a court or administrative body or required by any law or regulation. Axon will notify Customer if any disclosure request is received for Customer Data so Customer may file an objection with the court or administrative body, unless prohibited by law.

10. Data Sharing. Axon may share data only with entities that control or are controlled by or under common control of Axon, and as described below:

10.1. Axon may share Customer Data with third parties it employs to perform tasks on Axon’s behalf to provide products or services to Customer.

10.2. Axon may share Aggregated Survey Response with third parties, such as other Axon customers, local city agencies, private companies, or members of the public that are seeking a way to collect analysis on general policing and community trends. Aggregated Survey Response will not be reasonably capable of being associated with or reasonably be linked directly or indirectly to a particular individual.

11. License and Intellectual Property . Customer grants Axon, its affiliates, and assignees the irrevocable, perpetual, fully paid, royalty-free, and worldwide right and license to use Customer Data for internal use including but not limited to analysis and creation of derivatives. Axon may not release Customer Data to any third party under this right that is not aggregated and de-identified. Customer acknowledges that Customer will have no intellectual property right in any media, good or service developed or improved by Axon. Customer acknowledges that Axon may make any lawful use of My90 Data and any derivative of Customer Data including, without limitation, the right to monetize, redistribute, make modification of, and make derivatives of the surveys, survey responses and associated data, and Customer will have no intellectual property right in any good, service, media, or other product that uses My90 Data.

12. Customer Use of Aggregated Survey Response . Axon will make available to Customer Aggregated Survey Response and rights to use for any Customer purpose.

13. Data Subject Rights. Taking into account the nature of the Processing, Axon shall assist Customer by appropriate technical and organizational measures, insofar as this is reasonable, for the fulfilment of Customer's obligation to respond to a Data Subject Request regarding any Personal Data contained within My90 Customer Content. If in regard to My90 Customer Content, Axon receives a Data Subject Request from Customer's data subject to exercise one or more of its rights under applicable Data Protection Law, Axon will redirect the data subject within seventy-two (72) hours, to make its request directly to Customer. Customer will be responsible for responding to any such request.

14. Assistance with Requests Related to My90 Customer Content . With regard to the processing of My90 Customer Content, Axon shall, if not prohibited by applicable law, notify Customer without delay after receipt, if Axon: (a) receives a request for information from the Supervisory Authority or any other competent authority regarding My90 Customer Content; (b) receives a complaint or request from a third party regarding the obligations of Customer or Axon under applicable Data Protection Law; or (c) receives any other communication which directly or indirectly pertains to My90 Customer Content or the Processing or protection of My90 Customer Content. Axon shall not respond to such requests, complaints, or communications, unless Customer has given Axon written Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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instructions to that effect or if such is required under a statutory provision. In the latter case, prior to responding to the request, Axon shall notify Customer of the relevant statutory provision and Axon shall limit its response to what is necessary to comply with the request.

15. Axon Evidence Partner Sharing . If Axon Evidence partner sharing is used to share My90 Customer Content, Customer will manage the data sharing partnership with Axon and access to allow only for authorized data sharing with Axon. Customer acknowledges that any applicable audit trail on the original source data will not include activities and processing performed against the instances, copies or clips that has been shared with Axon.

Customer also acknowledges that the retention policy from the original source data is not applied to any data shared with Axon. Except as provided herein, data shared with Axon may be retained indefinitely by Axon.

16. Data Retention. Phone numbers provided to Axon directly by Customer or at their direction, or by permitting My90 to access or connect to an information system or similar technology will be retained for twenty-four (24) hours. Axon will not delete Aggregated Survey Response for four (4) years following termination of this Agreement. There will be no functionality of My90 during these four (4) years other than the ability to submit a request to retrieve Aggregated Survey Response. Axon has no obligation to maintain or provide Aggregated Survey Response after these four years and may thereafter, unless legally prohibited, delete all Aggregated Survey Response.

17. Termination. Termination of an My90 Agreement will not result in the removal or modification of previously shared My90 Customer Content or the potential monetization of Survey Response and Aggregated Survey Response.

18. Managing Data Shared. Customer is responsible for:

18.1. Ensuring My90 Customer Content is appropriate for use in My90. This includes, prior to sharing: (a) applying any and all required redactions, clipping, removal of metadata, logs, etc. and (b) coordination with applicable public disclosure officers and related legal teams;

18.2. Ensuring that only My90 Customer Content that is authorized to be shared for the purposes outlined is shared with Axon. Customer will periodically monitor or audit this shared data;

18.3. Using an appropriately secure data transfer mechanism to provide My90 Customer Content to Axon;

18.4. Immediately notifying Axon if My90 Customer Content that is not authorized for sharing has been shared.

Axon may not be able to immediately retrieve or locate all instances, copies or clips of My90 Customer Content in the event Customer requests to un-share previously shared My90 Customer Content;

19. Prior to enrollment in My90. Prior to enrolling in My90, Customer will:

19.1. determine how to use My90 in accordance with applicable laws and regulations including but not limited to consents, use of info or other legal considerations;

19.2. develop a set of default qualification criteria of what My90 Customer Content may be shared with Axon; and

19.3. assign responsibilities for managing what My90 Customer Content is shared with Axon and educate users on what data may or not be shared with Axon.

20. Customer Responsibilities. Customer is responsible for:

20.1. ensuring no My90 Customer Content or Customer end user’s use of My90 Customer Content or My90 violates this Agreement or applicable laws;

20.2. providing, and will continue to provide, all notices and has obtained, and will continue to obtain, all consents and rights necessary under applicable laws for Axon to process Customer Data in accordance with this Agreement; and

20.3. maintaining necessary computer equipment and Internet connections for use of My90. If Customer becomes aware of any violation of this Agreement by an end user, Customer will immediately terminate that end user’s access to My90. Customer will also maintain the security of end usernames and passwords and security and access by end users to My90 Customer Content. Customer is responsible for ensuring the configuration and utilization of My90 meets applicable Customer regulations and standards. Customer may not sell, transfer, or sublicense access to any other entity or person. Customer shall contact Axon immediately if an unauthorized party may be using Customer's account or My90 Customer Content or if Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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account information is lost or stolen.

21. Suspension. Axon may temporarily suspend Customer's or any end user’s right to access or use any portion or all of My90 immediately upon notice, if Customer or end user’s use of or registration for My90 may (a) pose a security risk to Axon products including My90, or any third-party; (b) adversely impact My90, the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent.

Customer remains responsible for all fees, if applicable, incurred through suspension. Axon will not delete My90 Customer Content or Aggregated Survey Response because of suspension, except as specified in this Agreement.

22. My90 Restrictions. Customer and Customer end users (including employees, contractors, agents, officers, volunteers, and directors), may not, or may not attempt to:

22.1. copy, modify, tamper with, repair, or create derivative works of any part of My90;

22.2. reverse engineer, disassemble, or decompile My90 or apply any process to derive any source code included in My90, or allow others to do the same;

22.3. access or use My90 with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas;

22.4. use trade secret information contained in My90, except as expressly permitted in this Agreement;

22.5. access My90 to build a competitive product or service or copy any features, functions, or graphics of My90;

22.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within My90; or

22.7. use My90 to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Schedule 1- Details of the Processing

1. Nature and Purpose of the Processing. To help Customer obtain feedback from individuals, such as members of their community, staff, or officers. Features of My90 may include:

1.1. Survey Tool where Customer may create, distribute, and analyze feedback from individuals it designates.

Customer may designate members of the community, staff or officers from whom they would like to obtain feedback;

1.2. Creation of custom forms for surveys. Customer may select questions from a list of pre-drafted questions or create their own;

1.3. Distribution of survey via multiple distribution channels such as text message;

1.4. Ability to access and analyze Survey Response. Axon may also provide Customer Aggregated Survey Responses which contain analysis and insights from the Survey Response;

1.5. Direct integrations into information systems including Computer Aided Dispatch (" CAD"). This will enable Customer to share contact information easily and quickly with Axon of any individuals from whom it wishes to obtain feedback, enabling Axon to communicate directly with these individuals;

1.6. Data Dashboard Beta Test (" Data Dashboard ") where Survey Response and Aggregated Survey Response will be displayed for Customer use. Customer will be able to analyze, interpret, and share results of the Survey Response. My90 may provide beta versions of the Data Dashboard that are specifically designed for Customer to test before they are publicly available;

1.7. Survey Responses will be aggregated and de-identified and may be subsequently distributed and disclosed through various mediums to: (1) Customer; (2) other Axon Customer; (3) private companies; and (4) members of the public. The purpose of disclosure is to provide ongoing insights and comparisons on general policing and community trends. Prior to disclosing this information, Axon will ensure that the Survey Response has been de-identified and aggregated or transformed so that it is no longer reasonably capable of being associated with, or could reasonably be linked directly or indirectly to a particular individual; and

1.8. Provide services and materials to engage Customer stakeholders, market the partnership to the public, and facilitate training.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

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Axon Event Offer Appendix
If the Agreement includes the provision of, or Axon otherwise offers, ticket(s), travel and/or accommodation for select events hosted by Axon (“Axon Event”), the following shall apply:

1. General. Subject to the terms and conditions specified below and those in the Agreement, Axon may provide Customer with one or more offers to fund Axon Event ticket(s), travel and/or accommodation for Customer-selected employee(s) to attend one or more Axon Events. By entering into the Agreement, Customer warrants that it is appropriate and permissible for Customer to receive the referenced Axon Event offer(s) based on Customer’s understanding of the terms and conditions outlined in this Axon Event Offer Appendix.

2. Attendee/Employee Selection . Customer shall have sole and absolute discretion to select the Customer employee(s) eligible to receive the ticket(s), travel and/or accommodation that is the subject of any Axon Event offer(s).

3. Compliance. It is the intent of Axon that any and all Axon Event offers comply with all applicable laws, regulations and ethics rules regarding contributions, including gifts and donations. Axon’s provision of ticket(s), travel and/or accommodation for the applicable Axon Event to Customer is intended for the use and benefit of Customer in furtherance of its goals, and not the personal use or benefit of any official or employee of Customer. Axon makes this offer without seeking promises or favoritism for Axon in any bidding arrangements. Further, no exclusivity will be expected by either party in consideration for the offer. Axon makes the offer with the understanding that it will not, as a result of such offer, be prohibited from any procurement opportunities or be subject to any reporting requirements.

If Customer’s local jurisdiction requires Customer to report or disclose the fair market value of the benefits provided by Axon, Customer shall promptly contact Axon to obtain such information, and Axon shall provide the information necessary to facilitate Customer's compliance with such reporting requirements.

4. Assignability. Customer may not sell, transfer, or assign Axon Event ticket(s), travel and/or accommodation provided under the Agreement.

5. Availability. The provision of all offers of Axon Event ticket(s), travel and/or accommodation is subject to availability of funds and resources. Axon has no obligation to provide Axon Event ticket(s), travel and/or accommodation.

6. Revocation of Offer. Axon reserves the right at any time to rescind the offer of Axon Event ticket(s), travel and/or accommodation to Customer if Customer or its selected employees fail to meet the prescribed conditions or if changes in circumstances render the provision of such benefits impractical, inadvisable, or in violation of any applicable laws, regulations, and ethics rules regarding contributions, including gifts and donations.

Docusign Envelope ID: E33CF31A-E406-4F46-B5AE-903B4B1E467B Docusign Envelope ID: 9442A6B6-48FC-498D-B566-F60A5C263465 Docusign Envelope ID: 8B89A3B4-C914-455D-B9F9-FD1FB4A5A9BC

Certificate No: 570107535716
AON
City of Vallejo
111 Amador Street
Vallejo CA 94590 USA
Tuesday, August 6, 2024
To whom it may concern:

Following a concentrated effort to reduce our environmental footprint and provide timely certificate delivery, Aon will begin delivering our Certificates of Insurance electronically in PDF format.

Please utilize one of the following methods to ensure you will receive the electronic copy of your Certificate (Certificate No: 570107535716) for future renewals:
- Visit aon.com/e-cert; or
- Utilize the QR Code below to enter/validate your information.

If your email address has changed or will be changing in the future, or you no longer require this certificate, please let us know using one of the methods above.

Thank you for your cooperation and willingness to help us reduce our impact to the environment.

Aon Risk Services
5801 Postal Road
PO Box 818037
Cleveland, Ohio 44181-9600

DATE(MM/DD/YYYY
08/06/2024ACORDO CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). -

PRODUCE
Aon Risk Insurance Services west, Inc.

Phoenix AZ Office
4300 East Camelback Rd.

Suite 460
Phoenix AZ 85018 USA
CONTAC
NAME:

PHONE
(A/C. No. 8662837122 FAX
(AVC. (800) 363-0105
E-MAIL
ADDRES
INSURER(S) AFFORDING NAIC #
INSURE
Axon Enterprise, Inc.
17800 N. 85th Street
Scottsdale AZ 85255 USA

COVERAGES
INSURER Hartford Fire Insurance Co. 19682
INSURER Nutmeg Insurance Co
INSURER National Casualty Company 11991

INSURER

INSURER

INSURER
CERTIFICATE NUMBER: 570107535716 REVISION NUMBER:
39608

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR

LTR TYPE OF
x COMMERCIAL GENERAL
CLAIMS- x OCCU
x see Prod Liab info

GEN'L AGGREGATE LIMIT APPLIES
POLIC x PRO-
JEC
LO
C
OTHER: xcl Prod/Comp Ops

A AUTOMOBILE LIABILITY
x ANY AUTO
OWNE

AUTOS ONLY

HIRED AUTOS
ONL
Y

SCHEDULED
AUTOS

NON-OWNED

AUTOS ONLY

ADDL SOBRI

INSD WVD POLICY POLICY POLICY
(MM/DD/YYY (MM/DD/YYY LIMIT
ING00001274 08/01/2024 08/01/2025 EACH OCCURRENCE $1,000,000 SIR applies per policy terms & conditions DAMAGE TO
PREMISES (Ea occurrence) $1,000,000
MED EXP (Any one $50,000
PERSONAL & ADV $1,000,000
GENERAL $2,000,000
PRODUCTS - COMP/OP Excluded
Par Occ $1,000,000
59UENFN6060 08/01/2024 08/01/2025 COMBINED SINGLE
(Ea accident) $1,000,000
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BODILY INJURY (Per

PROPERTY
(Per

C X UMBRELLA LIAB

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CLAIMS-
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EMPLOYERS' LIABILITY YIN

ANY PROPRIETOR / PARTNER /

OFFICER/MEMBER
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DESCRIPTION OF OPERATIONS below
UNO000023 08/01/2024 08/01/2025 EACH OCCURRENCE $9,000,000 AGGREGAT $9,000,000
59WEACOS6
N N/A
08/01/2024 08/01/2025 x PER QT
E.L. EACH $1,000,000
E.L. DISEASE-EA $1,000,000
E.L. DISEASE-POLICY $1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is

CERTIFICATE HOLDER
City of Vallejo
111 Amador Street
Vallejo CA 94590 USA

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE

EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY

AUTHORIZED
ACORD 25
@1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD

AGENCY CUSTOMER ID: 570000007117
LOC #:

ACORD®

ADDITIONAL REMARKS SCHEDULE
AGENC
Aon Risk Insurance Services West, Inc.

NAMED
Axon Enterprise, Inc.

POLICY
See Certificate Number: 570107535716
CARRIE
See Certificate Number: 570107535716
NAIC

EFFECTIVE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance workers Compensation Coverage
Page _ of
Hartford Fire Insurance Company
· AL, OK, UT, VT
. Nutmeg Insurance Company
· AZ, IL, MI
. Twin City Fire Insurance Company
. AR, CT, DE, FL, ID, IN, IA, KS, KY, LA, ME, MA, MN, MS, MT,NE, NH, NM, ND, OH, RI, SC, SD, TN, TX,

WA, WV, WI, WY
. Sentinel Insurance Company Ltd.
. CA, GA, MD, NY, OR, PÅ, VA,
. Hartford Insurance Company of the Southeast
· CO
. Property and Casualty Insurance Company of Hartford
· DC
. Hartford Underwriters Insurance Company
. HI, NJ, MO
· Hartford Accident and Indemnity Company
NC, NV
ACORD 101 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of

ACORD®
AGENCY CUSTOMER ID: 570000007117
LOC #:

ADDITIONAL REMARKS SCHEDULE
AGENC
Aon Risk Insurance Services west, Inc.

NAMED
Axon Enterprise, Inc.

POLICY
See Certificate Number: 570107535716
CARRIE
See Certificate Number: 570107535716
NAIC

EFFECTIVE

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Products Liability Schedule
Products/Completed Operations Coverage
8/1/2024 - 8/1/2025:

Page _ of
Policy #034064091
Lexington Insurance Company
Claims Made Coverage Form - Products Liability
$10,000,000 Each Occurrence Limit
$10,000,000 Products/Completed Operations Aggregate Limit $ 5,000, 000 Per Occurrence Self Insured Retention
Policy #034064092
Lexington Insurance Company
Occurrence Coverage Form - Products Liability
$10,000, 000 Each Occurrence Limit
$10,000,000 Products/Completed Operations Aggregate Limit $ 5,000, 000 Per Occurrence Self Insured Retention
* ,
ACORD 101
The ACORD name and logo are registered marks of
C 2008 ACORD CORPORATION. All rights reserved.

E

ACTION ITEM 9.D.

DATE: September 22, 2026
TO: Mayor and Members of the City Council
FROM: Jason Ta, Chief of Police
SUBJECT: PROVIDE NOTICE OF INTENT TO AMEND THE FY26/27 BUDGET TO APPROPRIATE FUNDS OF UP TO $375,000 FROM MEASURE P FUNDS TO THE POLICE

DEPARTMENT TO FUND A CONTRACT FOR CAPITOL ADVOCACY PARTNERS, LLC FOR FISCAL YEAR 2026/2027 AND 2027/2028 (STEP 1 OF 2)

RECOMMENDATION
Provide Notice of Intent to Amend the FY26/27 budget to appropriate funds of up to $375,000 from Measure P funds to the Police Department to fund a contract for Capitol Advocacy Partners, Llc for fiscal year 2026/2027 and 2027/2028 (Step 1 Of 2)

REASONS FOR RECOMMENDATION
Approval of this recommendation ensures the continuity of Vallejo's highly successful grant acquisition and legislative pipeline, which has already returned $11.5 million external revenue to capitalize our community- based public safety infrastructure. This allocation provides a cost-neutral administrative bridge, utilizing eligible Measure P funds to absorb necessary non-grant administrative overhead that exceeds newly clarified state statutory limits on SLESF funding. Securing this $375,000 allocation prevents an immediate disruption to our active grant-seeking efforts, directly protecting frontline violent crime intervention, alternative emergency response models, and critical technology infrastructure.

BACKGROUND AND DISCUSSION
The City of Vallejo is currently engaged in a three-year Consultant and Professional Services Agreement (2025–2028) with Capitol Advocacy Partners, LLC (CAP) to provide specialized legislative representation, grant acquisition, and comprehensive grant management services. The initial contract was executed with a not-to-exceed (NTE) threshold of $800,000. In May 2026, the City Council approved the First Amendment to the agreement, increasing the NTE baseline to $1,300,000 to accommodate expanded grant management requirements.

Historically, this contract has been funded through a blended allocation of contractually permissible grant administration allowances and state pass-through revenues from the Supplemental Law Enforcement Services Fund (SLESF). As the Vallejo Police Department (VPD) has successfully expanded its grant portfolio, the associated oversight and management requirements have grown proportionally.

The vast majority of CAP’s operational expenses are actively covered by the administrative allowances built into those various external grants.

However, non-grant management overhead, such as grant acquisition, cannot be billed directly to active grants. To fund these essential overhead activities, VPD has historically utilized SLESF allocations. A recent technical review of SLESF statutory parameters confirmed that funding for administrative overhead is strictly capped at 0.5% (one-half of one percent) of the total annual SLESF allocation. Because our successful grant expansion has driven these necessary overhead costs beyond that restrictive 0.5% state

Date: September 22, 2026
Subject: PROVIDE NOTICE OF INTENT TO AMEND THE FY26/27 BUDGET TO APPROPRIATE FUNDS OF UP TO $375,000 FROM MEASURE P FUNDS TO THE POLICE

DEPARTMENT TO FUND A CONTRACT FOR CAPITOL ADVOCACY PARTNERS, LLC FOR FISCAL YEAR 2026/2027 AND 2027/2028 (STEP 1 OF 2)

limit, the department must immediately transition these non-grant management expenditures away from SLESF and secure an alternative, legally compliant municipal funding source.

CAP works in direct partnership with the Vallejo Police Department to deliver comprehensive federal and state representation. Their principal focus centers on securing external public funds, developing evidence-based programs for at-risk youth and underrepresented groups, and leveraging legislative relationships to advance local community safety projects.

Isolating the City's localized SLESF investment against CAP's overall performance demonstrates a profound financial Return on Investment (ROI) for Vallejo. The vast majority of CAP's contract expenses are successfully offset by the external grants themselves, leaving only the non-grant management and lobbying overhead as a local obligation. When this local funding baseline is measured against the $11,500,000 in competitive external funding CAP has brought directly into Vallejo, the rate of return on our local dollar is exceptionally high, exceeding 3,000%. This partnership has effectively functioned as a powerful economic force multiplier, transforming limited local administrative dollars into millions in external revenue to deploy critical public safety resources at practically zero cost to the local General Fund.

To date, these high-impact resource allocations include:
• Project HOPE: Supporting Leaven Kids, Healthy Vallejo, and data-driven hotspot policing initiatives.
• Project HOME: Funding local community violence intervention partnerships with various community-based organizations.
• Integrated Health and Response Team (IHART): Establishing and scaling the City's robust alternative crisis intervention and mobile mental health case management model. • Community Projects Infrastructure: Securing localized audio detection technology to improve immediate responses to gun violence, alongside fully funding a Mobile Command and Communications Vehicle and a specialized Hostage Negotiation vehicle. • Targeted Grants: Securing California Violence Intervention and Prevention (CalVIP) allocations and Office for Victims of Crime (OVC) awards.

The department is currently in the final stages of accepting two major federal and state awards:
• FY 2026 Community Technology Project (Representative John Garamendi): $1.3 million to enhance localized public safety infrastructure.
• Vallejo VISION Violence Intervention Program (VIP): $2.0 million to scale our comprehensive gun violence reduction systems.

The formal acceptance of these two pending awards will inject an additional $3.3 million directly into the Vallejo community, bringing CAP’s total secured competitive external funding portfolio to over

Date: September 22, 2026
Subject: PROVIDE NOTICE OF INTENT TO AMEND THE FY26/27 BUDGET TO APPROPRIATE FUNDS OF UP TO $375,000 FROM MEASURE P FUNDS TO THE POLICE

DEPARTMENT TO FUND A CONTRACT FOR CAPITOL ADVOCACY PARTNERS, LLC FOR FISCAL YEAR 2026/2027 AND 2027/2028 (STEP 1 OF 2)

$14,300,000. This upcoming expansion further elevates CAP's already exceptional rate of return on localized municipal investment.

Through CAP's legislative influence and strategic positioning, the Police Department has successfully partnered with local non-profits to advance a shared vision of community-based public safety, prioritizing upstream social resources, youth outreach, and crisis support over traditional downstream enforcement metrics. These programs provide vital safety nets to justice-involved youth and transitional-aged unhoused individuals who would otherwise be entirely starved of supportive services.

Building upon this success, VPD is currently poised to apply for three additional high-priority grants: a federal Office on Violence Against Women (OVW) grant to support domestic violence survivors, a specialized Department of Justice grant to combat human and sex trafficking, and a technology grant to expand the department’s existing Unmanned Aerial Systems (UAS) framework into an active Drone as a First Responder (DFR) safety model.

As noted, the portion of CAP’s contract tied to direct legislative lobbying and grant acquisition cannot remain assigned to SLESF funding lines due to the strict 0.5% statutory administrative overhead cap.

Based on historical expenditure data, the Police Department projects the remaining non-grant management funding obligation for the final two fiscal years of the CAP contract to be a minimum of $343,466 ($171,733 annualized over two years). Given the historic rate of return this investment yields, any disruption or cancellation of this contract due to an administrative funding line gap would result in a significant net-negative financial impact and eliminate millions of dollars in potential future public safety grant awards.

To maintain continuity of these critical public safety programs and preserve the City's highly successful legislative pipeline, the Police Department respectfully requests that the City Council provide a notice of intent to amend the FY 2026/2027 Budget. This amendment will appropriate up to $375,000 in Measure P Funds to the department to cover the non-grant management portions of City Contract #26PD095 through its 2028 expiration deadline.

The Measure P Oversight Committee heard this item on September 14, 2026. Following a comprehensive review, the committee voted four-to-two (4–2) to recommend funding this necessary administrative overhead expense using Measure P revenues. Staff will provide a formal memorandum to the City Council detailing the committee's recommendation.

FISCAL IMPACT
Approval of this recommendation will result in a cost-neutral restructuring of funding lines by shifting the non-grant contract balance from the Supplemental Law Enforcement Services Fund (SLESF) to

Date: September 22, 2026
Subject: PROVIDE NOTICE OF INTENT TO AMEND THE FY26/27 BUDGET TO APPROPRIATE FUNDS OF UP TO $375,000 FROM MEASURE P FUNDS TO THE POLICE

DEPARTMENT TO FUND A CONTRACT FOR CAPITOL ADVOCACY PARTNERS, LLC FOR FISCAL YEAR 2026/2027 AND 2027/2028 (STEP 1 OF 2)

Measure P allocations. Measure P will absorb grant administrative overhead expenditures that exceed the strict 0.5% statutory cap governing SLESF.

The total fiscal impact is an appropriation of up to $375,000 from existing, eligible Measure P public safety revenues to cover the remaining two-year contract obligation through its 2028 expiration deadline. This administrative adjustment does not require General Fund appropriations and successfully preserves a vital legislative and grant acquisition pipeline that has already returned over $11,500,000 in external funding to the City.

ENVIRONMENTAL REVIEW
This action is exempt from the California Environmental Quality Act (CEQA) because it is not a project which has a potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment, pursuant to CEQA Guideline section 15378.

ATTACHMENTS

1. 26PD095 CAPITOL ADVOCACY PARTNERS Consultant and Professional Services Agreement

2. 26PD095 CAPITOL ADVOCACY PARTNERS First Amendment

CONTACT
Jason Ta, Chief of Police (707) 648-4540
[email protected]

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Consultant and Professional Services Agreement (Revised 05-2025) Page 1 of 10 Approved as to form:

By: for
Veronica Nebb, City Attorney

CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
This Consultant and Professional Services Agreement (“Agreement”) is made at Vallejo, California, dated for reference this 6th day of August, 2025, by and between the City of Vallejo, a municipal corporation (“City”), and Capitol Advocacy Partners, LLC, a Delaware Limited Liability Company (“Consultant”), who mutually agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the City professional services as specified in Exhibit A, entitled “Scope of Work.”

2. Payment. City shall pay Consultant for services rendered pursuant to this agreement at the times and in the manner set forth in Exhibit B, entitled “Compensation.” The payments specified in Exhibit B shall be the only payments to be made to Consultant for services rendered pursuant to this Agreement.

3. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. Consultant shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any subcontractor’s operations, to be performed under this agreement for Consultant’s or subcontractor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Consultant, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the sole negligence or willful misconduct of the City.

Consultant shall also indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any 'RFXVLJQ(QYHORSH,'
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Consultant and Professional Services Agreement (Revised 05-2025) Page 2 of 10 subcontractor’s operations, related to costs or benefits associated with California Public Employment Retirement System (CalPERS) membership where Consultant supplies a CalPERS member who CalPERS determines is subject to enrollment.

The provisions of this section shall survive the expiration or termination of this Agreement.

5. Insurance Requirements. Consultant agrees to comply with all of the Insurance Requirements set forth in Exhibit C, entitled “Insurance Requirements for Consultant.” Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Consultant shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Consultant warrants and represents that to the best of its knowledge, there exists no actual or potential conflict between Consultant’s family, business, real property or financial interests and the services to be provided under this Agreement. Consultant shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Consultant’s family, business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Consultant shall disclose such conflict in writing to City. Every individual who performs services on behalf of Consultant pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

8. Independent Contractor. Consultant is an independent contractor. Neither Consultant nor any of Consultant’s officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.
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Consultant and Professional Services Agreement (Revised 05-2025) Page 3 of 10

9. Licenses, Permits, Etc. Consultant represents and warrants to City that all consultant services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this Agreement and that Consultant has all the permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession.

10. Business License. Consultant, and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Consultant until such business license(s) has been obtained.

11. Standard of Performance. Consultant shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Consultant’s profession currently practicing in California.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

Consultant’s responsibilities under this section shall not be delegated. Consultant shall be responsible to City for acts, errors, or omissions of Consultant’s subcontractors.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

Whenever the scope of work requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.
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Consultant and Professional Services Agreement (Revised 05-2025) Page 4 of 10

12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Consultant is unable to meet the completion date or schedule of services, Consultant shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Consultant agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Consultant pursuant to this Agreement shall be the full and complete compensation to which Consultant and Consultant’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Consultant nor Consultant’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Consultant. The City shall not be required to pay any workers’ compensation insurance on behalf of Consultant.

Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

15. General Prohibition on Assignment of CalPERS Members and Annuitants.

Consultant shall not hire, employ, or use, as an employee, subcontractor or agent of Consultant (Assigned Individual) any California Public Employment Retirement System (CalPERS) member or annuitant in connection with the provision of services under this Agreement. Nor shall Consultant allow any of its subcontractors, agents, or other representatives to employ CalPERS members or annuitants for the purpose of performing work under this Agreement. Failure to comply with the provisions of this section shall constitute a material breach of Consultant’s obligations under this Agreement and shall be grounds for termination.

The City Manager and the Human Resources Director may together approve an exception which they determine either: (i) meets the requirements of CalPERS relating to Independent Contractors; or (ii) where such Assigned Individual who is an Annuitant, has not, and will not, exceed 960 total hours in a fiscal year (July 1 to June 30) for all CalPERS 'RFXVLJQ(QYHORSH,'
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Consultant and Professional Services Agreement (Revised 05-2025) Page 5 of 10 employers combined, and satisfies all other CalPERS annuitant requirements. No Assigned Individual, regardless of CalPERS membership at the time the labor is provided, may exceed 1,000 hours in a fiscal year (July 1 to June 30).

16. Consultant Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Consultant shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

17. Term. The term of this Agreement shall commence on July 1, 2025 and shall continue in full force and effect until June 30, 2028.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of one year or less, by written notice to Consultant. The total duration of this Agreement, including the exercise of any options under this section, shall not exceed five years.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo. If funds to effect such continued payment are not appropriated, Consultant agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

18. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Consultant. Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termination, Consultant shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Consultant for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Consultant for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Consultant for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section.

19. Products of Consulting Services. The work product, including without limitation, all writings, work sheets, reports, recordings, drawings, files, detailed calculations and other work products, whether complete or incomplete, of Consultant resulting from services rendered pursuant to this Agreement, shall become the property of City. 'RFXVLJQ(QYHORSH,'
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Consultant and Professional Services Agreement (Revised 05-2025) Page 6 of 10 Consultant agrees that all copyrights which arise from creation of the work under this Agreement shall be vested in the City and waives and relinquishes all claims to copyright or other intellectual property rights in favor of the City. City acknowledges that its use of the work product is limited to the purposes contemplated by the scope of work and that the Consultant makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.

Documents submitted to the City in electronic format shall be formatted according to specifications provided by the City, or if not otherwise specified, in Microsoft Word, Excel, PowerPoint or other Microsoft Office Suite (2002) format as appropriate for the particular work product or, if directed by the City Representative in Adobe Acrobat PDF format.

20. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Consultant in the performance of Consultant’s services hereunder.

21. Assignment and Subcontracting. Consultant shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

If subcontracting of work is permitted, Consultant shall pay its subcontractor within ten (10) days of receipt of payment by City for work performed by a subcontractor and billed by the Consultant. Use of the term subcontractor in any other provision of this contract shall not be construed to imply authorization for Consultant to use subcontractors for performance of any service under this Agreement.

The City is an intended beneficiary of any work performed by Consultant’s subcontractor for purposes of establishing a duty of care between the subcontractor and City.

Any subcontractor or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or subcontractor agreement.

22. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

23. Non-Discrimination/Fair Employment Practices.
(a) Consultant shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal 'RFXVLJQ(QYHORSH,'
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